Hero Meet EVO
by SuishoTalim
Summary: Au meeting. After Cooper's jump portal malfunctioned, Ben Tennyson found himself in a whole new world. There, he meets its local hero. Now Ben must adapt to their rules as he and Rex form a partnership. EVOs beware.
1. Chapter 1: Failed Portal

**This will be my first crossover. And this crossover is something I always wanted to do. I hope I made the characters' personalities like their mainstream ones. I'll update more chapters once they are ready, but I can be lazy, so some chapters will be later than others; in fact, I might abadon this story, but I will keep updating to finish it.**

Chapter 1: Failed Portal

"Hey Coop, what are you doing?"

Copper lost concentration for a bit and turned around to see Ben walking through the door; behind him was Helen carrying a box of new equipment. The Plumbers had decided to use the former military base, Los Solidad, as a new base of operations. The government agreed to them, so now Ben's Team and the Plumbers' Helpers have a new headquarters. Now, they are just moving things here and there and Cooper thought it was best to get started on his new lab.

"Just creating a trans-dimensional jump portal. It's something I wanted to do for a while, but I need to build it in a location that won't cause too much damage for any people. One false calculation might mean everything vaporized in a 20 mile radius."

"Whoa Cooper!" Ben said while raising his hands in defense. "You sure it's safe to build it here?"

Cooper laughed a bit. "Don't worry, I ran the necessary protocols. This piece of tech won't blow." He went back to fixing the machine with his mind even if Ben still stood wryly near the portal.

"If you say so," he stated as he took a box of junk and rubble.

"Don't worry Ben, Cooper is smarter with computers and tech than me," said Helen as she placed the box on a nearby desk. "Besides, this place can withstand anything."

"I'm just surprised that this place can withstand us with all that we go through here," retorted Ben as he walked out of the room.

"Hey Ben, can you grab that last box for me," Cooper asked as he commanded the wires to attach to the proper connecters.

"Sure thing."

"He seems to back to his old self," stated Helen as she sat down on a chair. Cooper stopped his work for a moment after hearing that. Since Kevin was cured, Ben was able to act carefree and happy again. He shuddered at the memory of what happened when he almost killed Kevin. Even though he was busy with tech, he could see how ruthless and serious Ben was fighting. Gwen also looked so scared on what was going to happen to him with Ben like that. Although he didn't like Kevin so much, he was glad that they got him back to his old self; even if he kissed Gwen after he was cured.

"Yeah. By the way Helen, are you and the others sure you're okay?"

Helen nodded. "We're fine Cooper, don't worry. Pierce, Manny, Alan, and I were back to our old selves the moment Darkstar lost those powers." Cooper chuckled a bit, remembering how Kevin gave him a black eye.

"Come on, I just want to hit him! Levin deserves it!"

Cooper and Helen looked towards the entrance to see Manny and Pierce walking in and arguing, _again. _Manny was still angry at Kevin since the beating he took. As for Kevin himself, he is performing community service and suspended from active Plumber duty for all the crimes and damage he did when he was insane. Gwen went to help with his punishment; wishing to stay with him after what happened.

"See, Manny is back to his old self," signed Helen as she watched him and her brother fight.

"Yeah, no thanks to Levin!" retorted Manny. "Come on! Just one punch; I'll even use one hand, even the mechanical one." He held his metal hand for all to see how serious he was. Pierce just sighed.

"Manny, let it go already. Kevin is innocent, just stop it or I'll stop you myself." His quills on his face becoming sharper as he said that.

Manny cracked his knuckles as he retorted, "You wouldn't last ten seconds."

Cooper sighed, knowing he won't be able to concentrate with these two going at it. He may work while being threatened by DNAliens, fight off an army of aliens, or against the clock from an insane Kevin, but he can't concentrate when Pierce and Manny are having their usual arguments.

"Can't you two just stop arguing for five minutes?"

The helpers turn their heads towards Ben as he carried another box of Cooper's equipment; his face showing a serious, yet amused look.

"Shut it Tennyson! I just want payback from Levin, y'all got that?" shouted Manny as he edged away from Pierce.

"And I'm saying that you are not going to fight against orders!" yelled Pierce as he stepped in between Manny and Ben. Ben just shook his head and placed the equipment on the desk before heading back into the arguing teens; both glaring at the other waiting for a fight.

"Calm down guys, why don't we all just go out for smoothies; I'll buy."

"You think you can stop me Porcupine?" shouted Manny; completely ignoring Ben.

"I know I can," simply said Pierce. That got the tetramand riled up; he rushed forward to attack. Pierce side stepped and grabbed one of his arms, flipping him to the ground. Manny got back up and tackled Pierce to the wall to punch him. Pierce just kicked him in the face and removed one of his quills and threw them at the four-armed teen. Manny's tough skin held no effect to the quills; he simply used his arms as a shield before rushing in to punch him again.

All the while Ben, Helen, and Cooper watched the two duke it out. Helen was still recovering, so she couldn't stop them; Cooper never wanted to go between the two of them; and Ben, he was just too bewildered at the fight to do anything.

"Shouldn't you do something Ben?" Helen said as she saw Ben just standing there.

"Right," Ben replied as he twisted the dial of his Ultimatrix. The hologram on the alien watched shifted between forms before settling for a four-armed monkey. Ben slammed down on the hologram and let his watch do the rest. His body shrank and reformed; his arms splitting apart, giving him four of them; his body grew blue fur as he gain an extra pair of eyes and a long tail. In the center of his chest was a disk with a green hourglass symbol. When the transformation was over Ben began jumping and did back flips as he said, "**Spidermonkey!**"

Spidermonkey wasted no time; he jumped in between the fighting teen aliens just when Manny was about to head straight for Pierce again to throw in another punch. Instead, he found himself being tackled and sticking to the wall by a web from Spidermonkey's tail. Pierce was flipped to the ground thanks to Spidermonkey; the alien shape-shifter sitting on his back.

"I win," laughed the blue monkey from on top the spiked teen. "Now you guys have to buy the smoothies." Manny; however, didn't want to back down. He struggled in the wrappings around him until he grabbed one of his blasters and fired it at Spidermonkey. The monkey alien just jumped into the air to avoid the blast, and instead it fired at Cooper's jump portal.

Sparks flew from the machine as it suddenly activated from the shot. "MANNY! WHAT HAVE YOU DONE!" shouted Cooper as he tried to shut the malfunctioning portal down. The other helpers moved away from the swirly vortex that appeared from the portal's center. The force of the vortex was getting stronger and stronger; threatening to pull them towards regions unknown. Helen zoomed to the control panel. She worked feverously to help Cooper stop the machine, but everything she typed was doing nothing to stop the vortex.

Cooper tried his best to shut down the portal. He shifted his glaze to see how his friends were fairing. Pierce was gripping on to the steel column with all his might. Manny was still securely stuck to the wall, but he can still feel the vortex's pull. As for Ben, he was still Spidermonkey; using his webbing to secure himself from the pull.

"Shut it off Cooper!" commanded Pierce as he gripped on harder.

"I'm trying!" Cooper was having a hard, no, extremely hard time to shut off the device. Leave it to him to forget to make the portal Manny proof.

"Let me try something Cooper." Cooper watched as a spider thread was wrapped around him, tied to a strong, heavy structure. He looked around to see that Helen and Pierce had also gotten the same bonds to keep them tied down.

Spidermonkey landed on the ground and slapped his hand on the Ultimatrix symbol. His body changed from a small, warm-blooded monkey to something more cold-blooded and larger. His hands became two once again as his tail became thicker. His fur was gone, instead replaced by orange scales. When all was done, his high pitched voice became deeper as he yelled: "**Humungousaur!**"

Humungousar headed straight to the whirlwind of cosmic energy. Because he was heavier, Ben had no fear of being sucked in. What he was focused on was to take down the metal contraption. Cooper didn't mind that the thing had to go; in fact, he hoped the thing would shut off already. Humungosuar pulled away from the pulling winds and focused on the archway. He grabbed on to the side and did his best to lift it from its position. The force from air currents and its heavy structure was even harder than he imagined.

"I got it," yelled Manny as he aimed his blaster.

"Manny NO!" yelled Cooper as Manny fired. The blaster hit the control panel, causing the vortex to pull harder. The alien dinosaur's weight wasn't enough anymore; he was getting sucked in. The control panel finally exploded. The last gush of the pull was enough to drag Ben in before shorting out.

"BEN!" yelled out all the Helpers once the galactic hero disappeared.

XXXXX

Rex darted through the halls of Providence, and he had to be careful of who he ran into. Things in the EVO world were running pretty slow since the attack from the Pack. Now, he is suffering from an extreme case of boredom. With no EVOs to fight and Bobo asleep, he decided to sneak away to hang out with Noah. He just hoped that he won't run into Six or Dr. Holiday.

Sure, he loved to see to see Holiday, but if he had to run another test over this new nanite, he is going to scream.

He pushed a button on the communicator in his ear and said, "Noah, meet me at the court. It's time we settle that game."

"_Yeah Rex, I'll meet you there. And don't think you can win with those so called skills._" Noah answered with an air of cockiness.

"Please. Just wait and I'll show you how awesome I am, as usual," retorted the EVO teen as he made it outside the doors. He activated his nanites to build him a pair of metal wings on his back. "Just make sure you're ready to buy me those tacos when I win."

Rex smiled as he flew through the air. He needed a piece of normal now. Or at least, some action. If things continue to be this slow, then he probably should think of an early retirement. He just hoped that things pick up soon.

What he didn't know is that it will happen so very soon…

* * *

**There you have it, my first chapter. I don't know if this was okay, but you guys can decide. All you have to do is write a review to tell me how it went. Please. Until next time!**


	2. Chapter 2: Lost

**Okay guys, I know I said I'll update next week, but consider this as a Chirstmas present. Happy Holidays. Hope you enjoy this chapter.**

**By the way: I do not own Ben 10 or Generator Rex**

Chapter 2: Lost

Ben Tennyson woke up with a groan. He was tired and stiff, but still alive. He looked towards the sky to see the night filled with stars. Looking around him, Ben found himself in a desert or some kind of wasteland. There were pieces of grass here and there, but he knew one thing for sure: he wasn't anywhere _near_ Los Solidad or Bellwood.

'_Just my luck. Hope everybody is okay.'_ Ben reached for the Ultimatrix and pressed the communication button. "Pierce, this is Ben. Is everything okay?" He received no answer; only static. This worried the teen hero. "Pierce? Cooper? Hello?" Still no answer, just static. "Anybody?" He waited for a reply; any reply. Ben only received nothing. "Great, no reception."

Ben stood up to better see his location. There were a few stone formations from a distance. No roads anywhere, no sign of any town or city. Yep, he was lost.

With a sigh, Ben activated the Ultimatrix; twisting the dial before slamming it down. His body became slicker and his skin turn into a red-rubbery texture. A thin piece of skin ran down both his arms, attaching to the sides of his body. He gained a sleek tail as his legs became thinner. The symbol of the Ultimatrix then appeared on his body as the newly transformed teen screeched: "**Jetray!**"

Jetray shot into the air, stopping in midair. He scanned the area a few more times before seeing nothing to lead him to civilization. Without an option, the alien teen flew in one direction, hoping that the place will lead him home.

After hours of flying, the alien manta ray finally found buildings in the distance. Excited at finding civilization at last, Ben flew as fast as he can to city. Once he gets back home, he's going to get an extra large smoothie and sleep the day away. He'll also need to get back at Manny for this; leaving him stranded in the middle of the desert isn't something he wants after doing all that moving and cleaning at Los Solidad. All thoughts were interrupted when he heard an annoying, yet familiar beeping noise. Looking at the Ultimatrix symbol on his chest, he could see it flashing red, indicating it's out of juice.

"Aw man!" exclaimed the alien as a flash of red light engulfed him, revealing the teenager floating in the air. That teenager is now being hurled towards the ground. He hit the ground hard and he still was tumbling on the earth thanks to the high speeds he was traveling. He finally stopped moving as he lay flat on his back, just in time to see the morning sun rising upside down because of his position. "Ow." After slowly and painfully getting up, Ben saw that he now on the outskirts of the city. He sighed; at least he can make it on foot.

Once he made it inside the city, he couldn't recognize it. Cooper's jump portal must have sent him farther off Los Solidad than he thought. He needed to get back home, so he might as well ask for directions.

"Excuse me ma'am," Ben said to a red-headed woman as she was about to walk away from a nearby café. "I was hoping if you can give me directions to Bellwood." The woman thought about his question for a while, lightly tapping on her chin.

"I'm sorry, I don't know where this Bellwood place is," she answered. "And you would be?"

XXXXX

Doctor Holiday focused on the screens in front of her from inside the main hub of the Providence base. She was the leading expert of nanites, but this just doesn't seem like something an EVO would do, not even a certain EVO she knows. Plus, the phenomenon only lasted for a few seconds, so she shouldn't have to worry about it. But the more she researched, the more it didn't seem to add up.

"Something wrong Holiday?"

Holiday was startled at the voice, but was used to Agent Six's way of sneaky up on a person. It still unnerved her with his hard stare behind those glasses. He still wore that green suit of his and one of his hands stuffed in his pocket. His face showed no emotion, but she knew that he was concern.

"I detected this dimensional anomaly a while back. It happened hours ago," she answered as she looked back at the screens. "It appeared briefly over 60 miles from here, but I detected no active nanites in the vicinity."

Six raised an eyebrow at that, but he seemed to think that this is something to look into. "Think it was Breach?"

Holiday shook her head. "No, this event couldn't be her; the frequency of portal is too different from her own. The location is too remote for Van Kleiss to want anything there also. Although, I did find something else."

Six looked at the map as he said, "What did you find?"

"Some sort of energy. After the anomaly disappeared, a strange energy signature appeared and started moving. It soon vanished over near here." She directed to the city where Noah lived. Holiday was worried, whatever happened could affect the residence of the area, one of which is Rex's best friend outside Providence halls. "I don't know what to make of it."

She shifted her gaze to Six. He still had that impassive gaze, but he continued to stare at the spot at the map. He seemed to think the same thing she was. What if this was a threat? What is this strange occurrence? She broke away from those thoughts when she saw him walk away without saying a word.

"Six?"

"I'll check this out. Rex and I will be back to report anything strange."

"You're taking Rex with you?" Holiday asked, surprised he is taking Rex for recon.

"No."

Now she understood. Rex decided to take another trip with the slow day they were having today. Knowing him, Rex had left to play basketball with Noah. It was a real challenge just to track the teenager. Agent Six is usually the one to know where he might go.

That also means that Rex could have seen what this might be.

"Right, report to me immediately if you find something," she said as she turned back to the monitors. Holiday needed to know what this might be; to know whether this is just nothing or something that might spell disaster.

XXXXX

"You're not winning this one."

"Like I could lose to you. You shot worse than an eight-year old, and they could actually make the basket."

Rex and Noah had been playing basketball for quite a while now. It was just before sunset, yet they were still playing their game, with Rex losing. He wasn't one to stand for it, but he wasn't exactly good at this game, not like volleyball. But Rex couldn't accept defeat, especially when he had to pay for a meal after this, _for the next five days_.

Rex bounced the orange ball in front of him; his face deranged in sweat and concentration with his tongue sticking out. The basket was right in front of him in this darken court. The only thing stopping him from a shot was Noah.

Rex ran towards the hoop, bouncing the ball in front of him. Noah raced towards him, intending to steal the ball away from him. Rex only sidestepped, twist around, and take the shot… only for it to hit the board and rebound off the court. Both boys cringed when they heard a yelp of pain at the exact same time the ball hit something solid, or in this case, _someone_.

"Are you okay?" asked Rex as he and Noah ran to the guy he accidently hit. He didn't look older than either of them. He had brown hair and wore a green jacket with a number 10 on it. He rubbed his head to, undoubtedly, ease away at the pain from where the ball had hit him as he sat on the ground. He looked up to both boys with emerald eyes as he placed his arm on his knees.

"Yeah, I enjoy balls flying out of nowhere to give me a concussion." He explained the sarcasm in his voice evident as he picked up their ball.

Rex rubbed the back of his head, a goofy grin on his face as he said, "Sorry. I messed up my shot."

Noah snorted. "More like completely blew it. Looks like I win."

"The game isn't over yet!" Rex exclaimed as the new guy picked himself up. He turned his head to him. "I'm Rex by the way, and he's Noah. You want to play?" The guy seemed to think of it for a moment. He held the ball that hit him with one arm.

"Why not?" he shrugged heading towards the court. Rex held a confused glance over the other teen.

"Aren't you going to introduce yourself?"

The guy spun around, his face showing a look that said: 'Are you serious?'. He stood there for a moment before answering, "Ben Tennyson."

XXXXX

Six piloted his jump jet over the city below him. He had to sigh over this daily schedule. Rex was never one to follow orders. It has always been like this since he first found him. That is to be expected, because he was dealing with a teenager. And this teenager had surprised him with his beliefs and skills, but he won't admit it, even to himself.

The sky was now dark with the occasional star here and there after the sun had set. After Doctor Holiday's discovery, he had to be on guard. Energy doesn't just come out of nowhere after a dimensional distortion happened for a few seconds.

He didn't have to wait long for that. Something had blown a few miles to his right, sending a car towards his jet before he narrowly evaded it. As he inspected the attack from the sky, he found himself looking at a creature in what was best described as a humanoid tiger with metal sticking out from its back. The coloring of that thing was white and black fur, and it had massive metal claws for hands. Right now, this EVO is tearing up half of the downtown block.

After landing his jump jet on a nearby roof top, Six climbed down the apartment building's fire escape to get a better angle on the EVO. The place was filled with civilians trying to see what is going on. He pushed the communicator button in his ear.

"Six to Providence, an EVO is laying waste in the downtown area, heavily populated. Requesting backup."

Six then grabbed a hold of his folding katana blades from his sleeves and jumped down to the rampaging creature. He landed on its back, and it didn't like that one bit. The tiger EVO struggled and thrashed to get the man off its back; its animal instincts already overpowering its once human mind. Six just used his blades to help keep him on this rampaging beast. With one blade, he tried to cut the beast to weaken or stop it. The EVO; however was able to grab a hold of the blade and toss it and the man holding it off its back. Six just landed on his feet and without missing a beat, he leaped forward to try and slice it again, but the tiger anticipated his movements and side stepped. Using it metal claws, it tried to slash at the Providence agent, but Six's reflexes where too fast. The attack only cut the agent's tie in half.

Agent Six had seen the dangers from this EVO. It had fast agility and reflexes, superhuman strength, metal skeletal structure and claws, ferocity and savage aggression. At best, this threat is level two. The EVO raised its metal claws at Six, pointing its fingers at him. Suddenly, the claws' metal fingers were fired off its paws and at him. Six had barely dodged the surprising attacks with his agility and swords, leaving him a few scratches from near misses. With each firing of its clawed fingers, more reformed back in its place. After ceasing its firing, the EVO charged forward to attack at close range again, but backed away once a series of bullets flew at it. The EVO used its arms to shield itself from its volley. Six looked above and around him to see that the other Providence agents had arrived just in time. He had also seen the damage the tiger EVO had caused when firing; the wall several feet behind him had small metal blades piercing halfway through the solid concrete wall. This threat is now a level one danger. Six pressed the communication button on his ear again to contact the only person able to cure such a beast.

XXXXX

Ben signed as he sipped his smoothie. He was without a doubt lost. After the Ultimatrix ran out of power, he tried to ask around to find a way back to Bellwood. Not only has he found no way back, but the all people he asked didn't even know about Bellwood. In fact, they didn't even know who he is!

At least he could feel like a normal teen again then just a superstar hero being surrounded by crazed fans. He even got to play basketball with a couple of guys he met after one of them accidently hit him with the ball. Although, he wasn't so good at it. The blond guy, Noah, said he played worse than Rex. Rex was glad about all that and starting ranting about how awesome he was. Ben never played basketball before, the least they could do was give him a break. Then again, he was the one paying their meal at Burger Shack.

'_Why does things like this happen to me?'_ "So now that we are eating using all my money to pay for this, mind giving me directions?" asked Ben to the other relaxing teens. They were all sitting at an outdoor table near the fast food joint. The streetlights gave them their light after night has fallen. Rex was chowing down on some chili fries as Noah bit into his burger.

"Sure thing," Rex answered with his mouth filled with chewed up fries.

"Do you guys know a way to Bellwood?"

Rex swallowed his fries and thought for a moment before answering, "No, sorry. Never heard of the place."

"Me neither," Noah responded before sipping on his soda.

Ben now felt like hitting his head on the table repeatedly. He wandered around this city ever since morning and he is still lost. This day isn't going his way at all.

He was interrupted from his thoughts when Rex placed a finger in his ear and appeared to be listening to something. After a while he got up in an excited manner.

"Alright! An EVO showed up! Time to do what I do best."

"Slow day?" asked Noah with an amused smile as Ben continued to stare at them with a confused face.

Rex snorted as he prepared to leave. "Extremely! Don't wait up; I'll handle this one like I always do."

Ben got off the table to throw away his empty smoothie cup as he asked the leaving teen, "Hey, what's an EVO?"

The moment he said that, both Noah and Rex stared at him. Complete and utter shock was spread across their faces. Their stares began to unnerve him because the looks he was being given was making him feel like he was from another world or something.

"What?"

"Where were you for the last six years?" exclaimed Rex as he continued to stare at the other, he would presume, insane teenager.

'_The last six years? I got an alien watch that turns me into different superheroes, that's all.'_ Ben looked at the teens as they continued to stare. Noah looked like he was choking off his burger at Ben's news. Things weren't adding up. He found himself stranded in some desert, he couldn't reach the Helpers or anyone, no one seems to know Bellwood or him, and here was these two guys getting freaked out that he didn't know what an EVO is. Ben only had one answer to all these questions:

He was completely and utterly lost.

**There is chapter 2. Hope you enjoyed it. Please review and tell me how you think of the story. I'm making it up as it goes, okay.**


	3. Chapter 3: Alien or EVO?

Chapter 3: Aliens or EVOs?

"MANNY! YOU HAVE TO BE THE BIGGEST IDOT ALIVE TO ACTUALLY GET INTO THAT STUPID FIGHT AND CAUSE BEN TO DISAPPEAR LIKE THAT! HE COULD BE HURT OR CAPTURED OR…"

Helen's loud lecture was halted when a hand was placed on her shoulder. She turned to the owner of that hand, her brother Pierce.

"Helen, calm down. Yelling isn't going to help us find Ben," he said as a leader, but Helen was too furious at _both_ him and Manny.

"Don't go around thinking you're getting out of this!" she bellowed as her brother started to back away from his angered sister. "If you and Manny didn't have one of your male ego fights, then Cooper's jump portal wouldn't be damaged and Ben would still be here!"

"I said I was sorry!" snapped Manny, but he quickly shut up when Helen began glaring daggers at him.

Pierce sighed with a troubled breath. "Yes Helen, I know. I know. I acted stupid for all this, but we can't help Ben by yelling."

"It'll help me concentrate if you'd stop."

Helen and Pierce shifted their glances to Cooper as he worked on the now damaged jump portal. Nearby was Alan, talking to Max Tennyson over what happened. Alan had come running in after Ben disappeared, and after being filled in, was contacting Magister Tennyson on what to do. Helen knows that Manny and Pierce aren't going to have it easy with his grandson gone thanks to them, but they don't know what to do.

The damage to the jump portal had been very extensive that Cooper had to redo the entire thing from scratch. That alone would take days or weeks. Added to the fact that the portal doubled in power with no set destination, Ben could be anywhere from China to the Null Void, or even _beyond_ their universe.

"I'm sorry," sighed Helen. "It's just, we could have prevented this." Pierce held his head down low in shame.

"Yeah Helen, you're right."

"Guys, Max said he is coming right away and he is bringing Gwen and Kevin," explained Alan after the call.

"We'll be needing Gwen to locate Ben, and Kevin probably had experience working with jump gates," stated Cooper as he worked on the machine. Helen nodded.

"Right. Did he say anything else?" asked Helen. Alan looked somewhat nervous.

"He also said that he is going to have a long talk with Pierce and Manny when he arrives," he stated. Both boys looked uneasy after the pyronite hybrid said that. "And Manny isn't going anywhere near Kevin when he gets here." Manny looked as he was about to retort, but he got elbowed by Helen and then gave him a glare again, quickly shutting him up. Helen then noticed Alan's solemn expression.

"Everything okay Alan?" she asked as a big sister would. Alan took a deep breath and exhaled as he looked at his Plumber's badge.

"Think will ever find Ben?" The other Helpers fell silent. Ben Tennyson is a hero, the greatest in the universe, but he was more than that to them; he was their mentor; their friend; their brother. Pierce stepped up; forgetting his depression from before.

"He'll be alright; this is Ben we're talking about."

"Yeah Alan," voiced Manny. "He has to be alive if I ever want to kick his butt." Helen just shook her head at that remark.

"If the guy can stop the end of the world and survive outer space, he'll be fine," Cooper said.

Pierce looked back up to face his team with a determined look of a leader. "We will find him. And we're going to make things right."

XXXXX

"Rex, are you sure it's safe if we come along?"

"Come on Noah, I can handle this guy. Beside, Ben here needs to see me in action."

"You still didn't answer my question."

"You'll find out soon enough, just follow me."

Rex had just gotten a call from Six that a level one EVO had appeared near here. How Rex missed that, he didn't know. What really surprised him was that his new friend, Ben, didn't know what an EVO was. EVOs had been around the world since the nanite event six years ago and most of the EVOs out there were front page news these days. The guy said he was lost, but how lost can you get if you never heard of an EVO?

The three guys made it to the barricades the soldiers had set up to keep any people from interfering. The civilians were evacuated, so Rex wouldn't have any trouble with this EVO.

"Seriously though, you are sure you can handle this thing?" griped Noah as he stood behind the barricades with Ben behind him.

"Noah, it's just a level one threat. I'm sure it's not a big deal," Rex remarked as he jumped over the barricades. Soon, explosions of Providence guns being destroyed can be heard from the distance as numerous gun shots were fired from retreating soldiers as they round the corner of a building.

"Wasn't it 'the lower the number, the higher the threat'," mentioned Noah as a white tiger EVO appeared in front of them from the smoke. Upon looking at the EVO, Ben looked like he was about to join in the fight.

"What? An alien?" he responded as he lifted a hand over his left wrist.

"Alien? Ben are you serious, this is an EVO! Not some little green man invading earth for brains!" exclaimed Rex at Ben's insane conclusion. There had to be something wrong with this guy to think that the EVO was something out of a sci-fi movie. Okay, maybe that last part wasn't a total stretch.

Ben seemed offended at his remark, but studied the EVO in front of him. "Oh. Is that all?" he said, not in the least impressed over the beast.

The white tiger then lifted its clawed fingers at them and started firing. The guys were able to duck in time to see the metal blades pierce through the stone barricades and destroy the flashing lights on top of them. Rex decided now wasn't the time to figure out Ben. He activated his nanites inside him to coat his hands in metal. The metal around his arms reformed to form larger versions of his hands. Rex swooped forward to punch the tiger EVO in the face, but the thing jumped a few feet into the air and slashed its claws at Rex. Rex had enough time to use his hands as a shield, but the power from the attack manages to knock him a few feet across the street. Ben and Noah poked their heads from behind the barricades. The people had all ran away from the action while the soldiers decided to shot the monster to keep it from getting any closer.

"That doesn't look like you handling it," commented Noah. Ben; however, looked at him with surprise.

"What happen to your hands?" he asked as he examined the Smackhands.

Rex returned his hands back to normal and wore the goggles that hung from his neck over his eyes and answered, "I forgot to mention, I'm an EVO too, but I'm different from the others. And it's my job to stop EVOs like this one." He then reformed one of his arms again, but this time into a huge, orange metal blade. Rex rushed forward once again, intending to stop the EVO with all his might. The tiger just used its claws as a blade and blocked the attack. The other claw's blade then grew in size and was about to slash Rex. Luckily, he was saved when two very familiar blades that were tossed at the thing, stabbing it a bit on its chest and stopping it in its attack. Rex looked over his shoulder to see Agent Six, his emotionless face harden and a couple of scratches here and there.

"Rough time?" questioned Rex upon seeing the agent a bit beaten up.

"Now's not the time. Keep focused and take it down," he said in a monotone voice, despite the situation they were in.

"On it."

Rex pulled a lever off his mechanical hand, changing the sword into a buzz saw. He then charged forward once again as the tiger tosses Six's blades off of him. Six was able to grab a hold of the tossed weapons before they hit the ground and charged forward along with Rex. The tiger EVO roared at them and fired again, making them stopped in their tracks, before leaping away at the two warriors. Rex and Six gave chase to the EVO to stop it from causing harm. All the while, Noah watched the action from behind the barricade.

"We should probably get out of here while we-Ben?" Noah said to his new friend, only to find him gone. "What? Ben?" Noah looked all around him. He couldn't spot the new guy anywhere. "BEN!"

Rex had got to admit, the EVO was fast. He and Six had been chasing this thing for a few minutes and they already lost the thing. _'Great. How can you lose a giant metal kitty that was wrecking the place a few minutes ago?'_ "Any idea where it went?" Rex asked his ninja nanny. Six just looked towards the street in front of him to see a tail round the corner. He ran without a second thought, prompting his ward to follow him without question. Once they caught up, Rex reformed his hand once again, this time creating a blaster type weapon. The back end of the machine extended its reach to the ground and grabbed a chunk of road before settling back into place. Taking aim, Rex fired at the EVO before it could escape again. The tiger anticipated this and leaped to the side of the building and wielded its claws for a strike against his foes as it jumped towards them. Rex just used his blaster to swing it away before it got them. Six charged with his katanas at the beast. The thing just used its claws to block them and swing at him with the other. Six managed to block with one of his swords and tried striking again. The two continue their sword duel as Rex tried to aim his next shot, but with the thing continuing to move, it's getting real hard to get a clear shot. It is especially hard when this kitty cat has super fast reflexes. He took the shot, but the creature leaped away; Six instead was hit. "SIX!" Rex reformed his hand to normal as he hurried over the fallen agent. He was okay, but unconscious. "Okay, _now_ I'm mad." Rex reformed both his legs into the Punk Busters and leaped at the oversized jungle cat. The EVO just kept its ground and grabbed a hold of the teen before tossing him to a nearby car, leaving an oversized dent with him falling to the ground with his legs returning to normal. The tiger extended its claws and was about to strike the downed teenager.

But just before it had the chance, a car was tossed at the thing, knocking it a few feet away. Rex lifted the goggles off his eyes and turned to where that flying car came from. For a kid that deals with EVOs as long as he can remember, he was dumbfounded at the sight in front of him. It was a yellow and black humanoid, a disk with a green hourglass symbol on its chest. Both of his shoulders were spiked upward high. The hands off that thing looked more like clamps. And its head, _it had no neck_! It was a metal head with green eyes floating above its body! The creature walked calmly to the still down teen, turning its still floating head towards him.

"Are you okay?" it asked in a metallic voice even if its mouth wasn't moving. Rex was caught off guard by that. Most EVOs he knows don't talk, especially to ask if he was okay.

After staring at it for a moment longer, he answered, "Yeah, just fine."

"Think you can still fight?" it asked as it turned its gaze back towards the EVO.

Rex got back up and countered, "Do you need to ask?" The EVO roared at them and fired its fingertip claws like bullets at them. Before Rex could dodge, the other EVO raised a clawed hand and formed some sort of shield around them. The metal blades were halted and dropped to the ground. The metal head then lifted its other hand and motioned it to the car Rex had just hit. The car started floating in midair and with a movement with its arm, it was hurled straight at the tiger EVO. The tiger jumped to avoid it and sharpened its claws to strike them. Rex just morphed his arm into the BFS and knocked it back before it hit his new sidekick. The tiger shook its head and roared at them as it dashed away.

"It's getting away!" the yellow and black thing yelled as it dashed in after it. Rex just formed the Slam Cannon and loaded it up with pieces of the road before he shot straight at the running EVO tiger. The tiger wasn't able to dodge in time and plummeted to the ground. That gave the other EVO enough time to motion a streetlight to bat it on the ground before it got back up. Angered, it grabbed a hold of the pole and started swing at the two.

"Bad kitty! Bad kitty!" complained Rex as he dodged. Rex morphed his hands again to his Smackhands and swatted the makeshift bat. He then commanded his nanites to set one of his fists on spin before he started to punch the beast, sending it to a nearby construction sight. The other EVO then used its powers again to lift a ton of steel columns above the tiger before dropping them at the beast, knocking it out. Rex and the other guy moved slowly towards the downed creature.

"Now what? There isn't a litter box big enough to handle this oversized house cat," stated the metal head as it crossed its arms. Rex chuckled at that remark.

"No worries, I got this." He then placed his hands on the tiger EVO and worked his job. Closing his eyes tightly, he concentrated on removing the active nanites from its body. He felt the EVO's fur receded back into its body as it began to shrink. After removing all the active nanites and feeling the body stopped changing, he opened them to see a young Asian woman taking the tiger's place. He breathed a breath of relief before shifting his gaze at the other EVO. Its eyes were wide open over what it just witnessed. Rex knew he had to do the same for this guy.

"What? How?" it began, but stopped in its gaze to look around it. Rex blinked before seeing the other Providence agents surround them; their guns pointing at the yellow and black guy. Rex spotted Agent Six among them, and he still looked worse for the wear. Rex got back up and rejoined the other agents.

"Six wait. This EVO helped me bag this cat," Rex explained to the agent.

"Wait, hold on! I'm not an EVO!" it complained, but the soldiers looked ready to fire at it. With panicked eyes, it slammed onto the disk on its chest and disappeared in an emerald light.

"Where'd it go?"

"It's gone!"

"What just happened?"

Ignoring the astonished cries from the soldiers, Rex just looked back at where the creature stood. _'The guy said it wasn't an EVO?'_

XXXXX

Ben had to sigh over this. He was getting more confused by the minute. An EVO seemed like the usual rampaging alien, but it was human? More than that, Rex said was an EVO too. He said he was different from the others, but what did he do to change it to a woman? Just what is an EVO, a mutated person made by some crazed scientist?

Right now, he was the very tiny Nanomech; flying away from the men in black and white after they pointed their guns at him. They thought he was an EVO too. From what he saw, these EVOs had to be a major threat. They probably thought he was going to do the same. But for now, he probably had the answer to this very weird day.

'_Looks like I'm not in Kansas anymore.'_ An alternate universe seemed like a reasonable explanation. After transforming into aliens, traveling into space, going into the future, and having to go into a pocket dimension without his left hand, he can believe he is in an alternate world. _'Just what have you gotten yourself into Tennyson?'_ After finding an area devoid of people, Nanomech touched the Ultimatrix symbol on its chest and was engulfed in a green light. In its place was the regular Ben Tennyson. "Now what?" he groaned as he ran a hand over his hair.

"Ben!"

Ben turned his head over the voice as he sees Noah run straight towards him. "Where were you? You totally ditched me back there!"

Ben forced an innocent smile as he responded, "Sorry about that; it was just freaky back there."

XXXXX

"Wow Green Sleeves, I take one nap and you end up as someone in a blender set on chop."

"Not now Monkey."

Rex and the other agents had just made it back to Providence base. Six took some pretty bad hits after the attack from Luna. Luna was also here; after she was cured, she needed to be checked after to make sure all her active nanites were gone. Plus that fight had left her worse than Six. Bobo seemed real amused over the agent's condition and he seemed a bit left out from the battle, but there is no way Rex was going to wake his chimp sidekick from his nap. Not if he wanted to be on the wrong end of his blasters.

"But still, what happened to the other EVO or whatever the heck it was?" questioned Rex to the still injured Six as he lay on the medical bed. Bobo was sitting on the foot of the bed, still smirking at his misfortune.

"Don't know, but I think I know where it came from."

Rex turned to the door of the infirmary to see Doctor Holiday. In her arms was a laptop she usually uses for her work. Rex had got to admit, Holiday may be something like a mom to him she seemed pretty hot as usual.

"The energy signature?" questioned Six with an eyebrow raised. Holiday nodded.

"Correct, it wasn't an EVO, but from descriptions, it seemed to be some creature with magnetic manipulation and the ability to speak like us," explained the doctor as she opened her laptop and started to type. "Look here." She turned the screen at the others as a blinking light on a map moved as it disappeared. "It appeared the exact same time the energy from before appeared, but the energy didn't disappear for a while after it vanished and moved to another location."

"Wait, what energy?" questioned Rex as he shifted his glance to the doctor.

"A while back, I found this dimensional phenomenon that vanished after a few seconds. Later, a strange energy signature appeared and was heading for the city you were just in before vanishing as well. Next thing I knew, when you were fighting that EVO, it showed up again, right around the time the other creature showed up."

"So, what is it?" questioned Rex after receiving this new information. Holiday just sighed.

"Unknown, unless I get more information I don't know what it is. Or what its purpose might be."

"Then get that information. Or better yet, kill it."

All of them turn their heads to a pale man with white hair in a white suit appeared on the infirmary's screens. His face had a scowl on it with narrowed eyes. Rex groaned over this man's sudden appearance. The man in charge of Providence and his boss, White Knight, wanted this threat neutralized. Holiday got up, also angry at his remark.

"Listen Knight, according to Rex, this creature helped him with the level one EVO. It only ran because Providence soldiers had guns pointed at it. This 'thing' doesn't seem like a threat. He only wanted to help."

Without changing the scowl on his face, Knight countered, "Whatever this thing is, I want it found. Once it is deemed a threat I want it neutralized."

**What will happen to Ben once he sees Providence again? Will he join them or can the other Plumbers find him in time? Hope you enjoy this chapter. Please review to tell me what you think of it. Until next time.**


	4. Chapter 4: Soccer Match

**I am so sorry for not updating for a long while, but school can be distracting, especially when I can be lazy when I don't want to be. **

**Before you read, you should know a few things. Despite your wishes, Ben's Ultimatrix can't cure EVOs, at least, not in my story. His watch's technology came from another universe, so he can't really change them back, Rex only. I wanted it that way and you will see why later. Nothing will be spoiled if you want a reason why I can't make that.**

**Anyways, enjoy this next chapter. I do not own Ben 10 or Generator Rex. And again I apologize for not updating so soon. And thanks to all who had taken the time to review my story.**

Chapter 4: Soccer Match

Rex walked through the Providence halls tired. His black hair was a mess and his eyes were droopy. Last night's EVO attack had made him stay up pass midnight. Also given the fact the strange black and yellow creature that helped him from before was ordered to be killed if deemed a threat and that didn't help him sleep well at all that night. He walked through the doors of the mess hall to see that it was mostly empty, mostly because he was late waking up. He turned his head to see Agent Six, couple of bandages here and there, but otherwise, healed, leaning on the pillar near the door with a coffee cup in his hand. Rex just grumbled and sat at the nearest table, which was where Bobo and Holiday sat while eating their breakfast, and slammed his head on the table.

"Didn't get enough beauty sleep chief?" question the chimp as he used his foot to hold his fork as he ate a couple of waffles topped with bananas. Rex just groaned in response. "Touchy."

"Rex, maybe you should go back to sleep after breakfast," said Holiday as she handed him one of the cafeteria's blueberry muffins.

Taking the muffin he quickly responded, "Naw, I'm fine. Just a little breakfast will get me back to my usual heroic self."

Chuckling at his statement, Holiday's face turn solemn once again. "I still haven't found enough information on the energy or the creature. Isn't there anything that you forgot to mention, anything out of the ordinary or strange?" Rex chewed on his muffin before quickly swallowing and thought for a couple of seconds.

"Not really, Noah and I were just shooting some hoops with Ben-Oh man! I forgot!" shouted Rex. Holiday had frightened eyes at his sudden outburst as Bobo fell off the table. Holiday's fears went away at his next declaration. "I forgot to check up on Noah and Ben after I cured the EVO! Where is my communicator?" He dug into his pants and jacket pockets to find his ear communicator, but Holiday gave him her cell phone instead after he tried in vain to find his own phone. He smiled sheepishly as he took the phone. "Thanks." He dialed Noah's number as Bobo grunted something under his breath as he sat back up and Agent Six walked up to their table.

"_Hello, Rex?_" said Noah's voice from the other end of the phone.

"Hola Noah. Just checking up on you after the whole EVO thing. By the way, do you know where Ben is, or if he's okay?"

"_Ben? Yeah, he's fine. In fact he's asleep on my couch._"

"Wait, Ben's at your place?"

"_Well, he asked because he said he can't find his own way back home and it was getting late. He was exhausted. The moment he entered my house he crashed on the sofa._"

"Okay then. Anyways, do you guys want to shoot some hoops later?"

"_Sure. I'll ask Ben when he wakes up, cool?_"

"Cool. Later Noah." Rex hung up and saw Holiday with a warm smile and Six with his usual emotionless face. "What?"

"New friend?" asked Holiday after Rex handed back her phone. The look on her face showed that she was happy for Rex that he found a new friend.

"Yeah," he answered as he sat back in his seat. He took another bite of the muffin. "His name is Ben Tennyson, and I can school his butt in basketball. He's a pretty great guy, and he even has a good sense of humor."

"It's good you're making new friends."

"Yeah, makes a special Providence weapon feel normal for a change. At least, if he just appear there by accident?" Rex said with an eyebrow raised at Six. His best friend Noah was hired help, and he still felt a bit betrayed by that. He forgave him, but if Providence was using Ben like that…

"Never heard of the guy," calmly said Six to the teen EVO, very serious that it isn't the case. Rex saw this and was relieved. Then the agent's words made him think back about Ben and what he asked him from before.

"By the way, have any of you guys heard of a place called Bellwood?"Both of his guardians seem to think about it. Six only shook his head. Holiday seemed to think the same thing.

"No, where you heard it from?" inquired Holiday.

"Ben, he said he was lost and was asking around. That place must be out-of-the-way for him not to know what an EVO is." That last statement had surprised everyone at the table.

"So, the kid don't get out much," commented Bobo as he picked another of his waffles.

"He never saw an EVO before?" questioned Six over this new piece of information.

Rex shook his head. "Actually, when I brought him along when that EVO showed up last night, he thought it was an alien." That got everyone confused. Rex had to admit, Ben was confusing alright. He never heard of an EVO before, but he believes in aliens? "Anyways, I'm going over there if nobody minds. Coming Bobo?"

"Let me just finish this last waffle chief," he said with a mouth full of the breakfast item before quickly swallowing and running after the leaving teen. That left the two adults to think to themselves.

"What do you make of it Holiday?" questioned Six, knowing that this 'Ben Tennyson' is someone of an enigma to the both of them. He could be a threat and could lead Rex into a trap if they weren't too careful.

"Don't know, but from what happened yesterday, who's to say that Rex's new friend is connected to all this," she answered as she stood up and started to gather her things. "I'll look up on any information on Ben and this Bellwood; you keep an eye out for Rex."

Walking away after he tossed his empty Styrofoam cup into the trash before retorting, "It's what I live for."

XXXXX

It would seem like Ben is going to be stuck in this world for a while. After that whole experience with that EVO thing and what's been going on, there is no doubt in his mind that he is in some alternate universe or something, but he had no idea on how to go back home on his own. At least Noah and his folks were okay with him staying with them for the night. He needs to find a job to earn some money for food and other things; he was running low on supplies. And Ben needs to find some sort of temporary base because he isn't just going to sleep at some abandon apartment. '_Where do I even start?_'

"Hey Ben."

Ben halted his thoughts to see Noah with a bowl of cereal on his hand. "Sleep well?"

Ben chuckled as he took the offered bowl and sat up from the couch. "Yeah, your furniture is really comfy." He took a spoonful of the breakfast item before speaking to the blond teen, "Sorry to be a pest."

"No need to apologize. Listen, Rex wanted to play basketball again later and asked if you want to join."

"Please tell me I don't need to buy lunch again, I'm out of cash," he complained after he quickly swallowed. Noah just chuckled.

"Don't worry, I'm sure Rex will be leaving before we get hungry." That statement had Ben think back at Rex. He says he is an EVO and that he was different from the others. What exactly are EVOs? And how did Rex change it to a human being? Ben's thoughts were interrupted again when Noah said, "So, you coming with?"

"Truthfully I rather play a sport where I actually have a chance of winning." He took another spoonful of the bowl as Noah seemed to think about it.

"So, what do you have in mind?"

Ben finished his meal and had a smile on his face as he asked, "Know where there's a good soccer field around here?"

XXXXX

Rex had just got a call from Noah to meet him at some soccer field. Noah said that Ben wants to play a sport he has a chance at. Truth is, Rex never played soccer before, but that doesn't mean he can beat them with style. He flew over the field below him, Bobo on his back, and saw both Noah and Ben near one of those goals. They took off their jackets to keep them from getting too hot. Noah was sitting down on one of the benches closest to Ben as he was kicking a soccer ball in the air while they were talking about something. Rex had got to admit, Ben is good when handling the ball, but he isn't all that. He landed in front of them and retracted his wings, Bobo jumping off his back and landed next to him. Ben stopped what he was doing and gawked at Rex's entrance.

"Even I got to admit that is pretty cool," he finally muttered as Noah came up to them.

"Fashionably late again I see," remarked Noah with a smile on his face.

"Hey, I need my beauty sleep, besides you called saying we're trying something new," reply Rex as Ben takes the ball again with his feet.

"Don't blame me, Ben wanted to play."

"And I can actually win at this game," Ben said as he tossed the soccer ball in the air with his knees. After a while, he stopped kicking and pointed at Bobo. "Anyways, what's with the monkey?" Bobo chuckled dryly at his question.

"Kid, to you I'm a simian," he answered causing Ben to look at him at awe.

"And it talks." He stared at him with amusement, but not much shock. In fact, Rex seems to think that Ben wasn't surprised at all.

"Yeah, Bobo's an EVO too. You seem to take it rather well?" Rex asked at their exchange. Ben merely shrugged.

"Hey, a lot of weirder things had happen. So, you guys ready to play?"

"Oh, I'm born ready," Rex retorted as he took off his jacket. "So, how do you play?"

Ben picked up their soccer ball as he said, "You just have to kick this ball and aim it into the net. No hands, got it?" He tossed the ball onto the ground in front of them.

Noah ran up to the grounded soccer ball, all intending to kick it in the goal. "How hard could it be?" He kicked, only to miss the ball and land on his back. The other boys and chimp started laughing at his fall.

After that their game began. Rex and Noah were wrestling the ball with their feet, only for Ben to take it and shoot a goal. Rex later tried shooting the ball into the net. Ben just beat him to it. Noah tried kicking the ball again, but he fell on his back again. That left Ben to score another goal. Bobo just relaxed at the benches, occasionally chuckling at Rex and Noah losing their game to the new guy. Getting tired of this, Rex suggested they get a goalie. Noah was the first one up, guarding the goal from the two other teens in front of him. Ben, the ball in front of him, merely smiled before launching the ball straight pass Noah and hitting the net. After a while, Rex became goalie with only one mission, stop Ben from kicking in another goal. His face drenched in sweat as he focused on Ben. The guy was merely kicking the ball with his knees again as he smiled. He suddenly kicked it high into the air, Rex focusing on the ball. He then saw Ben jumping up and knocking the ball into the net with his head before Rex could react. Rex could only blink in surprise before Bobo's laughter snap him back out of it. Later, Ben acted as the goal keeper. Rex and Noah decided to gang up on him to try and score one goal. However, every shot they tried only ended up on Ben's hands. And he wasn't breaking a sweat.

"You guys aren't really good at this game," remarked Ben as he stopped yet another shot made by Rex.

"Seriously Ben, how good are you at this?" asked an out-of-breath Noah.

Ben merely shrugged. "I play on my school's soccer team. In fact, I'm their best goalie." Rex and Noah groaned as Bobo started to laugh again. Rex had realized on why they were getting their butts handed to them. "So, do you guys give up yet?" he taunted as he kicked the ball to Rex's feet.

Rex merely turned his back at him; the soccer ball near his feet. He let out a breath of air before quickly turning around and morphing his right foot into one of his Punk Busters. He kicked the ball with the enlarged foot as he yelled, "GOAL!" Ben didn't have time to react at the sudden move. The ball had hit him in the stomach before sending them both into the back of the net. Rex's smirk turn into a frown as he saw what happened. He quickly morphed his foot back to normal and ran up with Noah to see if Ben was alright.

"I say you get extra points for hitting the goalie," commented Bobo after the two boys helped Ben sit up.

"You okay man?" asked Noah seeing how dazed Ben was.

"Do you enjoy nearly killing me with balls?" Ben groaned after he stood back up.

"Sorry, just thought I could add some extra kick," answered Rex with a nervous smile. Ben just rolled his eyes as he picked up the ball again.

After the whole incident, the three boys and monkey are sitting on the benches. Ben won hands down, 24 goals. Rex only got 3 goals while Noah sadly had 0 goals from the game.

"I gotta say Rex, with a little practice, you can easily be a good soccer player," commented Ben as he tossed the ball into the air.

"Yeah true," said Rex as he caught the ball. "Anyways Ben, I must say you have more skills then I thought." He then caught a glance at Ben's oversized watch. "That is one big watch Ben. Something about it seems familiar. Where'd you get it?" Ben looked visibly uncomfortable.

"It's a sort of specialty item I got from my grandpa," he answered while placing a hand on it. "Listen Rex, I just want to ask." His face became serious as he placed his hands into his pockets. "What is an EVO exactly?" Rex almost forgot; he never did explain what exactly what was an EVO to him. Just before he could answer him, they felt the wind pick up wildly around them. Rex lifted his head to see that a Providence transport flying overhead.

"Rex, you're needed." Rex shifted his gaze to the green suited man in front of him. He looked impatient for someone who doesn't show emotion. Sighing, Rex prepared to leave with Bobo to combat whatever EVO is causing destruction.

"Oh, Ben this is Agent Six, my ninja nanny," Rex introduced to his new friend. He turned his attention to Six. "Six, this is the guy I told you about."

Six just had that serious expression on his face. "We're leaving now Rex."

Rex looked a bit annoyed at that. "Sorry guys, but duty calls." Ben got up before they left.

"Hey, can I come?"

"No." That was Six's simple reply, but to Rex it seems like Six doesn't trust his new friend. Ben seemed to sulk about it, but let them leave nonetheless. Once inside the carrier, Rex turned his attention to Six.

"What was that about?"

"Rex, something about him isn't right. I got a call from Holiday about him, but numerous EVOs have showed themselves at San Jose. We'll talk about it later." The carrier lifted off, sending the agents to their mission in California. Rex waved to his two friends, promising for another game next time. On the ground Ben and Noah watched them leave until they were out of sight. Rex then looked back at the agent. He said Ben can't be trusted, but why?

Noah looked at Ben as he stared at the sky where the carrier once made the scene. He picked up the abandoned soccer ball near the goal. "How's about you teach me some moves Ben?" Ben only smiled a bit before heading off.

"Sorry, I gotta do something first. I'll catch you later!" Ben ran to the nearest alley. He made sure that there were no people before activating his Ultimatrix. He twisted the dials before finding what he was looking for. He slammed down the face plate and began feeling all the heat in his body turn cold. His skin turn blue as wings sprouted from his back, covering him as a cloak. He felt himself turn more as an insect than a human being. Once the transformation was complete, the wings around his body uncovered as he shouted, "**Bigchill!**" He flew invisibly near the carrier. "No way you guys are leaving me behind," he silently said as he followed.

XXXXX

Holiday stared at the blinking light on the screen. She carefully tracked it and made sure it never left her sight. After what she learned on Ben Tennyson, she had to make sure that her boys on their mission where close at hand. She activated her communicator in her ear and called Agent Six.

"The energy signature is following you guys. Make sure he doesn't know that."

**There is another chapter, finally. Hope you enjoy the exchange, and I hope I wrote Bobo right. Fair warning, I might take long again for the next one to be posted. Please review.**


	5. Chapter 5: Hornet's Nest

**Hi! Again, sorry for the late update! This chapter took a little longer than I expected, but I think it turned out great. For now, I have this project I need to work on, so don't expect for a fast update. I hope you enjoy it.**

Chapter 5: Hornet's Nest

"Come on ugly, I'm barely breaking a sweat here," Rex exclaimed as he punched another EVO before another one swaps into his face. Bobo used his blasters to knock it off of him before returning fire to other giant EVO heading his way. Rex was able to regain his bearings and activated his wings to fly overhead the city to see the damage from the sky.

Rex had been called away to San Jose, California and is fighting a swarm of giant EVO wasps with Agent Six and his monkey sidekick, Bobo. So far, the swarm has been terrorizing the city since their whole hive has gone rouge. Ever since the beetle attack in China, he is really starting to hate bugs. Especially since these bugs are spiting acid everywhere. This one especially, as it claws its antennas near his face while it tries to stab him with its giant stinger.

"Ugh, where's a can of bug spray when you need it?" muttered Rex as the held the EVO out of range with his hands while he erratically soar through the air. The giant hornet then knocked him to a nearby rooftop. With a screech, the hornet sprayed acid from its stinger at the downed boy. Rex was able to dodge, but stray drops of the burning green liquid had touched his hand and left holes on his black gloves. Rex cringed after the touch of the acid melted through his gloves. He stared at the damaged done to his gloves before promptly narrowing his eyes in anger as he shifted his hand into the Smack Hand. He charged forward at the bee as it was joined by four others. "Incoming!"

XXXXX

Big Chill had just froze his seventh giant bee this hour. He was trying to be careful since they were EVOs; considering that they _may_ be human. But this swarm is really getting on his nerves. _'Since when does my job include __**this**__?'_ he internally signed. He turned intangible to through the wall behind him… only to find himself with a group of twelve hornets. "I may be a bug myself, but I'm sick of running into you guys." The mutated insects started to spray their acid at the blue moth, only for the hero to turn intangible and disappear to the ground. The hornets were confused on their target's disappearance. Without them noticing, the blue insect appeared behind them and quickly breathe ice over them; effectively freezing them. They dropped to the ground with a couple of clanked thuds with a few pieces of frost chipping off them. Satisfied, Ben started to fly over the rows of buildings to see the damage of these bugs.

He was not disappointed. There were hundreds more of these bees swarming through the city, spiting acid at various things like cars or street lamps. At times, they would take some objects. In the far side of the city, he could see a giant hornet nest nestled between various buildings. He can hear those Providence soldiers firing their guns in the distance.

He learned that those men were to keep people safe during an EVO rampage. They were doing their job, but their weapons had no effect on the giant insects. Big Chill flew off to the distance and became invisible to the naked eye. If a Providence soldier sees him as a bug, he will get the same treatment as the rest of the rampaging hornets. He just caught a glance at Rex's so called 'ninja nanny', and Rex wasn't kidding. He saw the guy used two blades to quickly subdue three hornets in a second without breaking a sweat. There was even Bobo, and he had a pair of blasters and was continuously shooting at the flying targets. He had good aim for a talking monkey, and should remember not to tick him off.

Ben was used to this whole thing before, but it was still weird. When an alien attacked, they were more, how to say, in control. These EVOs just attack without reason or care. He faced robots and mutated animals before, but from the other day, seeing how Rex turn one into a human being, and how Rex himself was an EVO; it just threw him in a loop. And Rex says that they are a regular thing.

Speaking of Rex, Big Chill found his new friend facing a huge amount of these bugs with enlarged metal versions of his hands; and he wasn't fairing so well. The bugs continue to use their acid and sharp stingers at the guy. He is going to need help.

Rex was tossed onto the hard stone roof again as the hornets closed in on him. Feeling too tired to get back up, he shifted his gaze at the seven hornets rearing their stingers to do away with him with their acid. Big Chill reacted fast, descending to fast levels and phasing through each one, effectively freezing them solid. Solidified once again, Big Chill extended his black, thin hand to the downed boy. Rex eyed him wearily before taking it and got back to his feat.

"Thanks, bug dude, but aren't you on their side?" the confused teenager asked him. Big Chill only chuckled.

"No, I'm here to help, and its Big Chill," he said as he folds his wings into a cloak around his body.

"Yeah, the name's Rex. Appreciate the help, but I think we'll be needing more than Mothman on ice to exterminate all these bugs."

"We don't need to take out the whole swarm, just the queen."

"Say what?"

Big Chill shook his head. "I sorta know a thing or two about bugs. All these hornets are the drones; workers, for their queen. Take out the queen, the workers fall with her."

Rex nodded at that plan. "Right, but how can we find the queen bee with all of them swarming the city like crazy?"

Big Chill just took off into the sky, surveying the distance. "I try the giant bee hive over there," he said as he pointed at the large brownish mound in the distance. Rex followed his gaze and smiled sheepishly. He grew his metal wings to fly off with his new ally.

XXXXX

The flight over there was… awkward, at best. Rex was just saved by some giant blue moth, and it wasn't out to kill him like the other bug EVOs. Now they are both on their way to take out the big bad queen bee. He couldn't place it, but something about this guy seems familiar. He knows he hasn't met a giant blue moth before, has he? No, he hasn't seen a giant blue moth. Then he saw what was on its chest: a disk with the design of a green hourglass.

'_Wait, green hourglass?'_ Rex thought about the yellow and black creature from the tiger EVO attack. It had the same disk on its chest. Thinking back, he's seen that design somewhere else before, but he could quiet place it. But he did know one thing for sure, this guy knows his new friend.

"Hey, Big Chill," Rex suddenly said to the guy mid flight. The moth just stopped in mid air, waiting for Rex to answer his unspoken 'What?' "That thing on your chest, I know this guy one time who saved my life; he had the same thing on his chest. What it is, and do you know him, or where he is?"

Big Chill just stared at him with those green, bug eyes. It was defiantly creepy, but it showed that he was thinking on his question. With a sigh he answered, "Yeah, I know him pretty well, but it'll be easier to explain once all this is over. I promise to tell you everything about this Rex; the truth, but right now, we have a job to do." With that, he flew off towards the hive once again.

Rex could only gape at that. He knew his other friend, but what did he mean by the truth? His thoughts were interrupted from the communicator in his ear signaling a call. Rex pressed the button in his ear and answered, "Rex here, what's up?"

"_Rex, the energy signature from before has been found with you. Did you find your friend?_" said the voice of Doctor Holiday at the other end.

"Um, yes and no doc," he answered with a nervous laugh.

"_What do you mean?_"

"This time it is a giant blue moth with the power to freeze things by phrasing though them, not the yellow and black guy with the floating head, but he knows him."

Holiday stood quiet for a moment before asking, "_Well, is he threat?_"

"No, he's helping us with the current bug problem right now; in fact, we're heading off to dethrone the queen."

"_Of course. These hornets still need a leader to follow. With her gone, the drones will disperse and be easier to handle. You figured this out?_"

"Actually Big Chill did."

"_Big Chill?_"

"The moth guy. Listen, he said that he will explain everything after all this; the truth. Right now, I need to catch up to him to the nest."

"_Alright, I'll send back up to the hive. Be careful._"

Rex smirked. "Do you know who you're talking to doc?" Rex ended communications and flew off at high speeds towards Big Chill.

XXXXX

Big Chill inspected the hive in front of him. The giant brown mound was craggy, but stable and strong. There were various holes for the giant wasps to enter and exit as they please, but they were all too small for a human to fit through. He was luckily in an area where the bugs won't see him, but the way they were swarming in and out and around the place made it seem like they didn't care about the blue moth near their nest. He then heard the engines off Rex's wings behind him before they stopped and the said teen stood beside him looking at the nest as well.

"Should I ring the door bell?" he said as he morphed his hand to its giant metal version.

"Not unless you alert the entire hive to try and kill us," the blue moth warned him. Rex's frowned at that and reformed his hands back to normal. Looking at the bee's nest again, he had no idea how to get in without breaking a few walls.

"So how do we enter the bug death palace?"

Big Chill looked at the hive once again, forming a plan. He could enter the thing easy, but Rex heading inside too would be a problem. The last thing they would want is attention when finding the real problem, but how to get the EVO kid in?

"I think I have an idea," Big Chill finally said. "But I never tried it before and could be dangerous for you."

Rex merely shrugged it off. "No worries; I'll be fine, but what exactly is your plan?"

"I can go through the nest easy, but you can't. I might be able to take you with me when I go intangible…"

"So, what are we waiting for, let's go in already!"

"Just so you know, I never took a passenger with me before, it might not work."

Rex just smirked as he put on his goggles. "Won't know until you try."

Big Chill signed at his enthusiasm. Rex had no disregard to its danger, but he is right. For now, they have a mission to complete. Unfolding his wings once again, Big Chill ascended a couple of feet in the air and grabbed Rex. He then concentrated to turn himself and his new friend into a sort of ghostly state before descending down into the hornets' nest. Rex felt so many sensations in this new form as Big Chill hang on to him. He felt as he was weightless and floating; everything around him was like he was dreaming of falling. The freezing cold air that hung over him; however, was still there to tell him that he was awake. And it was freezing, icy cold. Once both teenager and moth entered the hive and found a space to land, Big Chill dropped down and placed the shivering teenager back to the ground as they become solidified once again. Even if Rex was wearing gloves and a warm jacket, he was still cold after that experience.

"You okay?" the blue moth questioned, worried about his wellbeing after what transpired. Rex took off his frost covered goggles and wrapped his arms around himself as he shook and clattered his teeth from the chill and cold he had experience.

"Never better," he rigidly stated with the clattering of teeth. "But I think I don't want to do that again next time. I don't want any frostbite."

"I'm just glad you only got chilly. For a second, I thought I froze you badly."

"Naw, I've been through worse than this." Rex chuckled and was beginning to feel the warmness of his fingers again, a good sign. Big Chill nodded and examined their new location.

This place was darkened from the lack of natural lighting. There were various pillars of the same structure of the hive going vertically and horizontally in all directions, some ending to various holes of all shapes and sizes. An occasional hornet would zoom through, but it passed to quickly to see the two intruders.

"So," Rex brought back Big Chill's attention, now that he was all warmed up and looking around as well. "They don't have much interior decorating, huh?" Despite the seriousness of the mission right now, the blue moth didn't hide a small laugh at that. "Where to now?"

"Let's just keep moving; we won't find a way to the queen's chamber just staying here."

"Try to keep up," he said as he ran to an opening big enough for him before shifting the lower part of his body to a sort of hovering motorcycle, his Rex Ride. Big Chill shook his head with a sort of smile on his face before floating in the air and catching up to the riding teen. They past various tunnels and chambers; occasionally stopping when they see one or more EVO hornets flying around. On their way there a sudden shaking moved the entire hive, alerting some of the hornets to leave to the outside. Rex's communicator buzzed again, this time with the voice of Agent Six.

"_Rex, what's your ETA?_"

"I'm inside the hive right now, just what was that sudden quake?"

"_We're right outside the nest. Providence gunners hit the northwest side to gain entry, but we've alerted the creatures to our location. Find the target and neutralize it._"

"Big Chill and I are on it." Six didn't answer back, despite not knowing who this 'Big Chill' is, probably busy dodging hornets and acid. The moth was able to hear the conversation thanks to his enchanted hearing. Rex shut off communications before the hive shook again with the sounds of gun fire were heard in the distance.

"At least we got a good distraction while we search," commented the blue moth in the air. Another shaking then took place; this one stronger than the last two. "I just hope they don't have the place crash down on us."

Rex chuckled. "I wouldn't worry. But we should probably keep going."

Both of them wandered off to find the big bug in charge. They would sometimes stop to balance themselves once it starts shaking due to the battle outside. After wandering a bit, both teen and moth found themselves in a large chamber with various holes in the wall. Each hole had a shining yellow ball with a larva inside its center. Some type of yellow-greenish goo was stuck around the walls, ceiling, and floor.

"We're getting close, this is her egg chamber," Big Chill said as he floated down and wrapped his wings around his body into a cloak once again. Rex looked around with a disgusted look on his face.

"Nasty," he commented picking a piece of goo between his fingers and stretching it apart. It was definitely sticky and gross.

They then noticed a sort of song coming from a giant opening; large enough for a sixteen wheeled truck to enter. Knowing what's at the other side, the human sized moth and EVO teen carefully made their way to dethrone the giant bee in charge. At its entrance, both took cover to find their target without it finding them.

And boy was it ugly. It must have been the size of a sperm whale, most of its size due to its giant sized yellow and black abdomen. The stingers off of that thing was dripping in a yellow liquid, obviously another form of her drone's acid. The wings off that thing seem pretty small for her size, but, nonetheless can carry her huge weight. Its ruby eyes bugged out her sockets as her pointed teeth drooled with saliva. It had six claws, three on each side, and the two front ones twice the size of the others. On her head, the antennas were weaving against each other and playing a sort of ear splitting melody.

"That thing really needs music lessons," Rex sarcastically remarked while covering his ears.

"She must be doing that to control her workers," observed Big Chill as he clutched his head in a mild headache. "It seems to affect all bugs."

"Why aren't you going crazy then?" the teen questioned the blue moth.

"Maybe because I'm different from her soldiers."

It was then that the giant bug noticed their presence and screeched in high volume, causing both intruders to writhe in pain from the noise before flying their way. First to recover from the sound attack, Rex activated his Smack Hands and grabbed the head of the queen before it crashed into them, but it force him a few feet back. Recovering from the attack as well, Big Chill unfolded his cloak and flew behind Rex, unleashing a cloud of blue frost at the queen from his mouth. Parts of her face were covered in frost, but she quickly smashed it off in her struggling before aiming her oversized stinger at him. The stinger's tip then launched out towards Big Chill, who just turn himself into a blue specter and have the spike whiz right through him. Rex suddenly cut in with a straight punch to its face.

Big Chill took a moment's breath and saw where the spike had hit. The object had melted away at wall's structure with a smoke rising from the hole it made. _'I don't even want to know what would happen if it had hit me.'_ The hero's thoughts were halted when he heard Rex crash into one of the pillars in her chamber. Moving fast, Big Chill flew in front of the hornet and created a wall of ice from his mouth. The beast couldn't stop in time and crashed into the barrier, shattering the ice into various chunks and shards on the floor. The moth then turned his attention to the downed boy as he started to get back up. The queen was angered once she regained her bearings and screeched that awful sonic noise. The guys held their ears in shock, paralyzed them in their place for the time being. That was when the queen opened her gaping mouth and released a green smoke around the area. The surroundings on where the smoke spread melted away to a pile of goop.

Seeing this, Rex grabbed a hold of Big Chill and morphed his Boogie Pack to fly to a nearby overhead link of bee wax. The queen bee started to shoot numerous poisoned spikes at her targets. The two just hid behind the hardened wax and try to catch their breaths.

"I'm really tired of the acid, but mostly I really hate bugs, no offense," complained Rex as a spike coated in acid lands near them, burning away at some of the brown wax.

"Truthfully, I feel the same way," the moth said before looking at their opponent again. This giant bee can shatter his ice easily, distract them with that horrible sonic noise, and with that acid mist she can create, it is going to take more than the _normal_ Big Chill to handle.

He slammed his hand to Ultimatrix symbol on his chest. He started to feel an overwhelming surge of power as the normally blue skin turn a fiery red. With a renewed strength, the moth flew into the air as he screeched, "**Ultimate Big Chill!**"

Rex stared at his new partner in an awed and dumbfounded expression. Never had he witness this sort of transformation, and somehow, the air around him grew colder. The bee screeched at them again and launched the spikes, only for Big Chill to phrase right through him. Exhaling out to launch an attack, instead of the blue mist it was a fiery red flame that consumed the queen. Rex was even more astonished to see that the flame wasn't fire because the queen bee was surrounded in ice from where the flame hit. Shaking itself from the frost, the queen once again unleashed her acid smoke. Big Chill just shot the ice cold flames from his hands and froze the mist; a second later it shattered to the ground below.

Rex could only watch the two bugs battle it out, unsure on what to do. Big Chill could barely keep up with her and now, he had no problems stopping her attacks and countering strongly. A sudden quake stopped his thoughts, and it didn't come from the battle inside. Rex could see that the various supports were compromising from the Providence attacks, which will cause the entire room to collapse on them soon. Forming his Boogie Pack, Rex flew above the queen bee and quickly reformed his BFS and sliced at her head. The creature screeched in pain at that assault, but it wasn't over. The red moth had appeared from the distance and lifted both his hands. With breath and the flames from his hands he blew icy flames all over the queen. All that was left was the creature completely frozen in the blue crystal. The two allies breathe a sigh of relief, but a short lived one as the entire hive shook, much worse than the other quakes.

"We need to find an exit, NOW!" cried out Rex as pieces of the ceiling coming down fast. Big Chill didn't need to be told twice. Both flew off, passing the egg chamber and heading straight to a nearby tunnel. Big Chill saw a boulder falling towards Rex, and he doesn't know.

"REX!" he shouted before tackling the teen out of the way. With no time to turn intangible, the rock crashed into him hurling him to the ground below. Rex could only fall to the ground and looked in horror before the entire structure collapse around them.

XXXXX

Agent Six was a patient man; he had to be when dealing with Rex. But right now, Rex was facing a powerful EVO with a so called 'friend'. He was worried for the teen's safety from not only about the EVO, but that his new ally could become a threat; especially if he may be who he thinks he is.

His thoughts shifted to the increasing fire from the troops against the biggest swarm yet. The monkey was firing his blasters in rapid succession at the numerous targets. The blast team was still occupied on getting inside the hive. As for himself, he was swishing and swerving through rows of hornets, slicing them up with his swords. Another dozen were down by the time he reached ground.

A large booming entered his ears a few seconds later. Six turned his head to see that the soldiers over calculated their last blast; the entire hive was about to fall apart. Moving fast, he dashed towards the hive, only to be stopped by three hornets. Just as he was about to slice them, the hornets suddenly flew off. He looked around and saw that the remaining hornets were all flying away, each in a random direction. He had no time to think about it now; the structure had just collapsed. Rushing over to the leftover wreckage, he stopped near a group of soldiers as they carefully observe the area. A hornet much larger than the others was frozen completely in ice near its center, and it looked like it won't be breaking free anytime soon. However, there doesn't seem to be any other sign of the other combatants.

Out of the blue, Rex appeared from the rubble with one of his Smack Hands pushing away a piece of debris off of him. Six breathe a sigh of relief to see his ward out of battle unscathed, but he kept his cool as he approached the recovering teen. He then noticed Rex trying to dig under the wreckage; frantic and looking for someone.

"Six!" he shouted as he dug. "Big Chill is still under here! We have to…"

"Sir," called out one of the soldiers. "We found something." Rex stopped digging and joined the agent and monkey on the guy's discovery. Looking at the sight, Six saw a humanoid red moth under a chunk of rock that was quickly removed thanks to the other men. Rex was wide-eyed at the discovery, happy that he was found.

"Guys he's a friend, we have to…" Rex explained to them as the moth was covered in an emerald light, changing him to a blue colored version; seconds later, another flash engulfed him, and in its place was a teenager in a green jacket. The boy was knock out cold for he could not hear the wild murmuring and exclaims of Providence's armed forces. Six just kept his emotionless glare at the sight as Bobo looked shocked as well.

"Dat is something you don't see every day, huh chief?" the monkey said to an even more astonished Rex. Out of everyone here, he was utterly dumbfounded at the boy laying there unconscious. He slowly made his way up until he was sure he wasn't wrong on who he is, taking noticed of his oversized watch with a symbol that became more familiar with another glance.

"Ben?"

**How's that for suspense? Ben will have to explain a lot of things now. Please tell me how you think about it. Just press the review button below and it'll be that easy. Until the next update.**


	6. Chapter 6: The Truth of Ben 10

**I'm TRUELY SORRY about my update, but my teacher has us do FIVE projects, and that's just one class. I am sorry to say, but I won't know when I'll update the next one. I have work to do in school. Maybe during break I'll update.**

**Anyways, I just want to thank those who read, reviewed, and favorited my story; now on the 90th review. I appreciate your words and enthusiasm over this fic: THANK YOU EVERYONE!**

**I hope you enjoy this update, because I have been trying to think of a nice chapter after what happened. Remember: I do not own Ben 10 or Generator Rex.**

Chapter 6: The Truth of Ben 10

"Could someone tell me what is going on?"

Doctor Holiday, Six, and Bobo turned their attention to the teenager near the medical bay doorway. Except for a few bandages here and there, Rex was okay from the attack at San Jose. His expression; however, was one of frustration and confusion over the other teenager lying down in bed, still unconscious from what happened just a few hours ago.

The group was now riding in the Keep heading back to HQ. Six had told Rex that Ben has to come along for obvious reasons: questioning and an explanation on what the heck he is. He had told him that Ben couldn't be trusted, and he is starting to get why. But that doesn't mean he isn't a bad guy.

"You got me, chief," stated the monkey as he sat on a nearby chair backwards. Looking back at the still unmoving teen, Rex could see a swollen bump on his new friend's head from where he got hit with a boulder. A boulder that could have hit him instead, but he saved him from it, while being a human ghost moth.

Rex's mind started reeling from the facts he knows. Ben Tennyson just seemed like a regular guy, something that Rex appreciates with his life here at Providence. Now that same guy just beat a giant bug EVO and saved his life from a falling rock while being a bug himself. He dealt with EVOs before, but Ben was unreal. In fact, Ben doesn't even know what an EVO is! But here he is, a guy who can become a monster/creature thing and fought EVOs like he did it every day.

"Rex, listen to me first," said Dr. Holiday as she finished wrapping gauzes over her patient's head. Ben's left arm had a big metal cuff on it, covering his oversized watch or something. Ben hasn't woken up since leaving San Jose. Rumors were flying around that he was another EVO, but for now, Rex didn't know what to believe. What he does know is that he seriously needs an explanation from all this. Especially from Ben.

"That has to wait right now." Everyone turned their attention to the brooding man in green as he shut off his ear communicator. "Knight wants to see us immediately once we land and report the attack."

"Can't it wait," Holiday said as she placed the medical supplies back into their places.

"No. He also wants an explanation for him." Six said as he pointed to Ben.

"Alright, and don't worry Rex we will explain things the best we can assume." Rex was still put out, but nodded at that and turned his gaze back at the unconscious teen.

"We will have cameras monitoring him and guards stationed at the door," stated Six as he turned to leave. "He won't be going anywhere."

"Isn't that a little extreme?" Holiday questioned because the teen was still under, and he was still treated as a sort of criminal.

"There are unknowns with him. We cannot risk him moving freely in the Keep or Headquarters. For now, he must be kept under constant observation."

Holliday looked as she was about to argue, but Rex voiced his thoughts. "The guy got hit from a rock the size of a truck; he might not wake up anytime soon. Besides, I still need an explanation for all this." Holiday can see the frustration and confusion in his expression. It was clear that he wanted to get over there and have an answer about his new friend and this entire thing. She nodded and proceeded to follow the Providence agents to White Knights meeting room.

"After all this, you want to go for a taco run?" Bobo said as he walked besides Rex. Passing them were two agents as they wheeled the teen out into a secured med room.

"Not now," Rex said with annoyance at each word towards his sidekick's suggestion.

XXXXX

"Situation report, now," said White Knight when the final three agents came into a clear white room filled with screens; his own face on the largest one in the center of the opposite wall. His face had this scowl that shows his displeasure and seriousness despite the calm exterior.

"In a span of two hours, an entire hive of hornets went rouge after they turned," began Six. He then directed the groups' attention onto one of the screens. On the screen was Rex meeting with Big Chill. "After we arrived to handle the swarm, a humanoid moth came to assist us."

"Big Chill," stated Rex at the moth's _name_.

"_Big Chill_ and Rex proceed to neutralize the main target: the queen of the hornets, at the hive. We then made our way to the hive ourselves while the two faced the threat. Both were able to encase the target completely in ice, leaving her followers without course; the troops handled the rest of situation. However, the Providence gunners overestimated their blast to break open the hive's walls. The entire structure collapse in on itself, leaving Big Chill unconscious and turning him to his human self."

"Ben."

"Is he an EVO then?" White Knight inquired about the boy.

"No, he isn't," responded Doctor Holiday. "I scanned him myself and it shows that he has no active nanites in his body. In fact, his nanite count shows that he was recently infected with them."

"But that doesn't explain what the heck he is," retorted Knight as he viewed the screen with the boy as he was laid in a bed, still out cold.

"I may have a basis. When I examined him for nanites, I was able to see that the gauntlet around his wrist is shown to be more advanced than anything around the world, even more than the nanites themselves." Holidays' explanation was followed by a stunned silence, but there was more. "The energy that radiates from it has the power to completely destroy everything in our _universe_ if it was charged to self destruct." The silence became even more eerily at that discovery.

"How in the world have we not been informed of this?" Knight exclaimed when a device such as this was kept under wraps and in the hands of a teenage boy.

"We may have a reason for that," explained Six as he showed Knight and the others a screen with a map that shows energy output on the surface.

"A few days ago, I noticed that a dimensional anomaly appearing miles outside the desert," explained Holiday, going back to the beginning. "There were no active nanites in the vicinity and the location was too remote for it to do any harm. Later, an energy signature appeared and started to move towards the nearby city." The map then showed a blinking dot heading to a heavily populated area before disappearing. Rex recognized the place to be Noah's hometown; the same place where Ben showed up. "It appeared once again when the white tiger EVO emerged."

"So he's the cause of it," quickly interrupted Knight.

"No, he was with me and Noah playing basketball when the EVO showed up," Rex explained to defend his friend. "And when the big kitty was about to slice and dice, he saved me as the guy with the floating head, right?"

"Correct," Holiday said. "The energy signature only appeared whenever these creatures appeared and they were only helping us whenever we faced a threat, so he is on our side."

"But we do not know his motives. He could be a threat and should be kept locked up," Knight ordered.

"Maybe if Providence didn't point guns at him, he could be up to talking," retorted Holiday. She always hated how her boss uses these extreme methods when a much better and peaceful solution can be used. Despite the interruption, she continued. "Anyway, Ben Tennyson is still a mystery. You see, I tried finding more information on him, I got nothing to show that he even exists on Earth."

"What?" exclaimed Rex. "Of course he exists, he's in the med bay right now!"

"Rex, listen. I searched all records around the world for a Ben Tennyson; there is none. And his home, Bellwood, was destroyed by EVOs when the Nanite Event first occurred. The area is now just another ghost town in the middle of the desert, only a nest for various EVOs."

Rex just stopped and stared at her with a surprised, yet understanding expression, followed by realization. "Ben isn't from Earth."

Holiday nodded. "Or not from our Earth."

"Okay, I completely lost you Doc," stated Bobo as he scratched his head in confusion.

"That dimensional anomaly is much more powerful than one of Breach's portals. It is strong enough to tear a hole through dimensions, leaving a being living in a different reality from ours to be stranded on our Earth, a being like Ben."

"Then why is he here then?" angrily shouted Knight as more information on the kid came up.

Holiday shook her head. "I don't know, but from what Rex was saying that he was asking around for his home despite being in another dimension just shows that this wasn't intentional, or he doesn't even know."

"And explains why he never heard of an EVO," stated the silent agent, giving his opinion.

"Regardless, I want full security on him," firmly stated Knight. "The moment he wakes up, I want an interrogation team there to make him talk."

Holiday scowled. "Knight, listen to yourself! Ben has been keeping secrets yes, but because he's still a teenager and he doesn't trust us. Ben has only been here for two days. Given that Providence hunts EVOs, Ben must think that the same will happen to him if we found out. I'm going to be the one who speak when he wakes up."

"Hold on Doc," interrupted Rex. "_I'll_ talk to Ben. He promised to tell me the truth when we finished the extermination job."

Knight signed, knowing that his agents won't change their minds about this kid, he will have to let them handle this, but that doesn't mean that he won't keep a careful eye out. "Six, I expect you to accompany them while they question the boy." Six nodded his head and both Rex and Holiday shared a small smile, because Knight wasn't going to give Ben an easy time if he did what he wanted. "I expect a full report on him when the questioning is done."

XXXXX

It was spinning; everything was spinning. It was dark and he had no idea what was going on or where he is. He just felt pain inside his head. A small light then showed itself in the middle of that darkness. Reaching out, that light filled his vision, blinding him until he laid eyes on a clean white ceiling. He blinked a couple of times to get the haze in his vision to leave his sight. He just laid there, unsure on what to do. When he finally moved to sit up, he tensed with pain on the back of his head. Going over where that pain came from, he felt a bump throbbing on the back of his head covered in bandages.

'_At least I'm not dead or anything._' Ben Tennyson shook it off and surveyed where he was. It was a simple room, probably a medical ward. There were charts and leftover bandages on a nearby desk; a couple of screens occupy the wall; and his jacket hanging off a chair. He was probably in a high maintained doctor's office or some fancy hospital room. "Wait a minute," breathed Ben.

Ben noticed that there was a bandage wrapped around his arm and something else on the other; on his left wrist there was a metal cuff, cutting him off from the Ultimatrix completely. Getting frantic over this, Ben quickly darted to the door, grabbing his jacket along the way, and tried to get out and find out what was going on. He only saw that the high tech door won't budge an inch when he tries to open it.

"Hello!" he yelled as he banged on the door. "Could somebody let me out?" The door slide open, revealing two guys in black and white jumpsuits and a mask with a sort of visor covering their eyes: Providence soldiers. One of them was holding a gun in his hand pointing at him.

"Follow us, you're wanted for interrogation," one of them said as the other pointed the gun at him. Although Ben's expression shows calm, he was panicking inside. He didn't know what was going on, but he knows that he won't be leaving without a fight.

When one of them reached out, Ben elbowed him in the gut before grabbing his arm and tossing him to the guy holding the gun. Both fell to the hallway floor unconscious. Ben considered taking the gun while he escaped, but decided heavily against it; he was never one to pull the trigger of a gun on anyone. Checking the hallways before running off, Ben continued to dart through hallway after hallway. The place still kept its monotonous, white color everywhere he turns. He was lost, having no idea on where to go or what to do now. Maybe it wasn't such a smart idea to knock the two guys down.

"He's escaped!"

"Move out and contain him!"

"Yes sir!"

The sudden voices made Ben stopped in his tracks and lowered his head at a group of those soldiers rush through the corridor, each carrying a gun in hand. Luckily, none had seen him as they ran. But that also meant that escaping the place will be harder.

"Just what have you gotten yourself into Tennyson?" he berated to himself before running the opposite hall of where to soldiers went.

XXXXX

Providence was on high alert when the person of topic decided upon himself to leave early. Rex, Holiday, Six, and Bobo were near the exit of White's meeting room when they were just informed of Ben waking up and attacking the guards.

"We really need to hire better help," commented the chimp after hearing that he took out the guards so fast.

"I want him contained now!" barked Knight to all personal. "He's on level 3, corridor 7."

Hearing that, Rex wasted no time. He used his nanites to change the lower half of his body into the Rex Ride and head that way. The others were far behind him, but coming; he was sure. Just as he was about to enter the area, he heard yells and clatter of a fight and manage to see an agent tossed near the end of the corridor.

Turning the corner, he could see Ben fight against the soldiers with different martial art moves that he thought only Six knows. The agents didn't wield their guns to fight an unarmed teenager who had a head injury. But he was good for an injured guy. There was Ben, his hand straight as his palm connected to an agent as he pushed him away and then chopping to the side to another trying to grab at him. He then gave a kick behind him at another and shifted himself to direct one more to the closest agent without so much of a hassle. Another soldier came at him, only to be flipped aside and into another one. When one of the black and white men ran towards him, he only sidestepped and chopped at his neck, grabbed his arm before he fell, and toss him onto other soldiers before running off where Rex was located.

Rex revealed himself from the corner, no machines or nanites to activate. First looking like he was about to swing another punch, Ben paused with a look of shock as he stopped running because he finally saw a familiar face. The other agents also stopped dead in their tracks as the boy seemly calmed down.

"Rex," Ben stated after he lowered his arm looking at him confused. "Where…What?" He trailed off, opting to clutch the back of his head in pain. He was too preoccupied with the throbbing in his head to notice Holiday, Six, and Bobo finally catching up to them. They were astonished, or in Six's case raised a brow, to the defeated soldiers on the corridor's floors.

"Seesh, and I thought I get cranky after being woken up," Bobo commented to the teen as he was able to alleviate some of the pain. Holiday helped one soldier back onto his feet before turning her attention to the boy.

"Seeing how you took out this many soldiers, I can see you have the energy to talk to us," she said to him with her arms crossed. "I'm Doctor Holiday, leading expert on nanites and top Providence scientist."

"I'm Ben Tennyson," he said with a sheepish smile as he rubbed the bandages around his head. "Sorry about all this, I panicked." He explained about the fallen soldiers and his escape attempts. "They really shouldn't point guns at me."

"No need to explain," reassured Holiday, knowing full well what had happened. "Not everyone in Providence enjoys the brute force approach, but we really do need to talk about what happened at San Jose, and about who you are."

Ben seemed to tense up, opting to look at floor, nothing in particular to stare at. Rex pulled him out of his thoughts. "Dude, you promised to explain."

Ben snorted. "You never told me what an EVO is yet,"

"I told you I am an EVO," he countered. "I don't even know what the heck you were when you were a giant ice moth."

"I'd say you won't believe me, but considering that you say these EVO things are a normal thing it might not seem as crazy."

"Believe me; these EVOs make you sound normal."

Ben took a deep breath before looking at them straight in the; serious with every word he was going to say. "I'm an alien."

All the agents in the hallway looked at him; silence filled the entire corridor. Bobo was first to break the awkward moment. "So should we take you to our leader, or would you rather probe us before heading back to yer spaceship." Ben just returned that remark with an annoyed and angry glare.

"Okay," Rex whispered at Ben's explanation. "That does sound kinda crazy."

"It's a long and complicated story," quickly said Ben.

Holiday stepped forward, traces of suspicion lingering, "I believe we should find a better place to talk."

XXXXX

"Let me get this straight," Rex began as they sat in Doctor Holiday's office just above the Petting Zoo. He sat on the nearby stairwell with Bobo lying down three steps above him, seemly uninterested with the story. Ben was sitting on the examination table with Holiday using her scanners on his Ultimatrix. Six was leaning against the nearby wall taking in everything that was explained. "That doohickey on your wrist that fell out of the sky lets you become these different alien dudes and you had been using their powers to become a world famous superhero and fight other bad guy aliens ever since you were ten years old."

"Truthfully I had to blow up the original Omnitrix when an alien squid overlord stole it and try to take over Earth with an army that uses my powers," Ben bear in mind after his last encounter with Vilgax. "But yeah, that sort of sum it all up."

"Then how did you get the new one?"

"From my evil clone who built it just to get him back to his alien form. Long Story, I'll explain later."

"And you're a toilet repair man?"

"No, the Plumbers are intergalactic police where I'm from."

"This is just incredible!" exclaimed Holiday as she examined the gauntlet even more. "And you say this race called the 'Galvan' created this. The technology is hundreds of years more advanced than any technological device on our Earth."

"Oh come on Doc!" teased Rex. "I thought I was your favorite subject."

"Rex, this device is able to reconfigure the wearer's DNA into an entirely different structure of other beings on a subatomic level. The nanites can't even infect its systems because of various security locks, although Ben is still infected."

"Should I be worried?" questioned Ben at that statement. "Cause even though I'm use to transforming into freaky creatures, I do not want to mutate into those EVO things."

Holiday shook her head, a little smile on her face. "Don't worry, as long as the nanites remain dormant, you won't turn into an EVO."

"What is an EVO anyway? And what are 'nanites'?"

"I can tell you that," Rex imputed. "Six years ago, there was this mondo explosion that released these tiny machines around the world: the nanites. See, when these little things go haywire, they would turn people into these bizarre and really freaky things we call EVOs."

"What caused the explosion?"

"Scientist wanted to create the nanites to aid humanity," Holiday took over. "With the nanites, we can end hunger, cure disease, and help the world in many ways, but the scientists constructing them were too careless. Not many details are known, but because of their actions, the explosion happened before the nanites were fully programmed and infected the entire world."

Ben nodded, understanding the story fully accepting it. He has heard of a lot of crazy and unreal tales, so their explanation wasn't so unbelievable. "What about you Rex? You said you are different than the others."

"Other than the fact that I don't go off rampaging like most EVOs, I'm a regular EVO, but the nanites I have are different," Rex explained. "I can actually control them, make them work for me. I can even cure those who turn into EVOs."

"What about him?" Ben pointed to Bobo. "Isn't he going to go crazy or something?"

"Only in Vegas with a wad of cash," the monkey replied with a smirk. Ben shook his head, being reminded of his friend Kevin and his love of money. In fact, Bobo's demeanor reminds him of the ex-con's own personality.

Thinking back on one of his friends, Ben was hit with reality again. His thoughts of being in another dimension weren't far off. These Providence scientists suspected that much from his tale, seeing from the stuff he did never happened here, and the fact they've been researching about him while he was asleep. But that left to more headaches. He was still trapped here in who knows where and he doesn't have a clue on what to do next. His parents are probably worried to death about him being gone for a long time without telling them, even if this wasn't the first time. Kevin and Gwen are probably finding out how to get him back, if they don't know what happened to him. Manny and Pierce are possibly still fighting about what happened, but they might not even cared over what happened.

Sighing to himself over his dilemma, Ben muttered, "Now what am I going to do?" Six and Holiday exchange glances. Rex showed this unnatural seriousness on his face as Bobo just stayed silent. His story and origins are unbelievable, but it is the truth. Now they need know what he is doing here.

"Ben," Six said, getting the teen out of his thoughts. "We still need explanations on why you are here."

Ben just chuckled a dry laugh. "An accident. My friends and I were moving things in our new base. We were in Cooper's lab when two of the guys, Manny and Pierce, started having their male dominance fights again. During the clash, Manny caused the jump portal to malfunction and me getting sucked in. Next thing I knew, I woke up in the middle of the desert with no way back."

"Can't you just phone home?" Rex said as he held up a finger.

"No reception," retorted Ben as he held up the Ultimatrix. "I don't get much caller service in another dimension. For now, I'm stuck here until they find me."

"So, you want to stay here?" suggested Rex seeing that Ben probably needs a place to stay. "You can chill here. It'll be fun, play video games, hang with Noah, kick EVO butt."

"Rex," Six interrupted. "We cannot just bring him into HQ when he's still a threat to Providence."

"Threat! Six, Ben's legit," stated Rex.

"He took out three squads during his escape," the agent countered with Ben cringing at that point. Bobo started laughing at that image again. "And he can transform into various extraterrestrials with a twist of his watch."

"And that is a better reason to keep watch of him in Providence," Holiday imputed with a sly smile. Six met that retorted with a harden glance. "Besides, Providence could use his help with the EVOs running amok. He already proved to be stronger than the average soldier without his powers."

"I'll help in anyway," Ben put in, not wishing to be left in the streets or put in jail. Besides, his various years going alien and his willingness to stand up to protect people would have Ben already take part of their work while he's here. Six just glared at them before finally sighing.

"I'll have to report to Knight. Try to stay out of trouble," he said as he left the room, back facing the group. Rex whooped in victory and started to drag Ben away for an exclusive tour of Providence HQ. Holiday just kept a small smile at the leaving teens and monkey coming along. She then focused her attention on the screens with information on Ben's Ultimatrix, thinking that the piece of alien technology might help a bit with the nanities. With Ben around, things are starting to get more interesting.

**Sorry if Ben didn't transform in this chapter, but knowing Providence, they wouldn't want to take any chances. I wouldn't know where this story is going, but I'll say this: Rex and Ben will have a bit of a rivialry, if you know what I mean. For now, I'm still working on the next update, but this story will have to be on hold on account of school. Sorry. Until then, just pressed that blue review button to tell me how you think on this chapter! **

**Til next chapter.**


	7. Chapter 7: Growing Tension

**Man, I can't seem to get a good grip on my own story, I'm really sorry for the wait people, but I admit I am an Extremely lazy person. I know it is not an excuse, but I digress. That, and my laptop is on the fritz and I was just lucky that I was able to make a backup.**

**Anyway I need to make a few things clear: the timeline of this is - Ben's world: after Aboslute Power ended, but before the next season starts. Rex's world: after Divided by Six, but before meeting his brother. I know people will be disappointed with that, but I have a good reason on why. Cesar will not be involved in the story. Sorry to those hoping.**

**I hope you enjoy it and again sorry for the wait. And thanks to all that reviewed my story. I LUV U ALL!**

* * *

Chapter 7: Growing Tension

White Knight's angry scowl filled the entire screen attached to the wall. In the main control room, Agent Six sat in front of the large collection of screens with a passive glower. After a moment, White just signed at the developments.

"Is that all to be reported?" he raised after Six's explanation.

"Yes, Ben isn't an EVO, but an extraterrestrial being, and he has agreed to help us," repeated Six. "We will monitor him closely as he stays here."

"See to it. Although, his case is the most bizarre thing I've ever heard, he's not our main concern," Knight then turned his attention to a news report that happened days ago. The headline of the case showing a single convict had managed to escape a high maximum prison when a riot between the inmates occurred. "Providence must be on full guard after this little incident. It was bad enough with him running around and causing us headaches, especially seeing that there are still those siding with him."

"We can't say for sure where his location is now," reported Six as he looked at the same document through another screen. "But with his actions from the past, there is no doubt that he will go against Providence again, specifically to take out Rex." He said the last part of his statement with such anger that an emotionless man can surface.

"For now, I want every Providence squad in the area alerted for anyone suspicious. Hunter Cain must be found and imprisoned before he gets too far."

XXXXX

Things weren't going so well. Alan was helping melt down some parts to have it fit together in the new machine. Copper had to leave a while ago with Helen to another Plumber base to find the parts in need of replacement. And truthfully, the half Pyronite wished he could have gone. Pierce and Manny were hauling boxes here and there, but they both looked like they are going to get in another fight. At least with Mr. Max here they would control themselves.

"Come one, work already!" grunted a seventeen year old raven head as he crossed many wires of a huge machine. Kevin and Gwen were also called in. With a few pardons and favors, Max was able to get Kevin the clearance to work with them, but knowing the brooding teen, he would help even if it meant a trip to a Null Void Prison Facility; though he won't admit it.

When they first came in they both looked like they were going to murder the guys after being told what happened. Gwen especially. And with Kevin in the same room with Manny, Alan could only hope that things get better before it gets worse.

"Anything yet Kevin?" came the voice of an elderly man stationed at the controls. With him was his granddaughter, eyes closed in meditation in what seemed like hours for her.

"Nothing," grumbled Kevin as he got up from under the machine. "What were you two idiots thinking?" He directed the subject at Manny and Pierce; the two having worked to the bone in punishment: from extra training drills to the all nighters on helping repair the jump gate. You can that tell that those two are exhausted to the core. That didn't deter Manny with his already growing frustration.

"Shut it Levin. If it wasn't for you -"

"Enough Manny, this isn't the time!" interrupted Pierce.

"Oh, so now you're on his side?"

"Because you keep acting like a two year old. I swear I have to babysit everyday ever since we met!"

"Some babysitting. You probably helped in getting Tennyson in some deserted planet," Kevin butted in as he grabbed for more tools. Pierce dropped the box of equipment in his hands and glared at the other teen. Manny was already pounding his fists. _Great a fight's gonna break out_.

"QUIET!" shouted the red head girl, her eyes closed shut. Gwen is a really nice person and Alan didn't want to make her mad after seeing her fight.

"Guys come on, we need to focus," stated Alan once things calmed down a bit. Max was sending glares to the three guys before all return back to work. Signing in relief, Alan shifted back to his human self and grabbed the box of newly made parts to Max. "You really think Ben will be okay?" he questioned the aged man as he typed commands on the computers. The others told him not to worry so much, but already this is taking too long.

"Of course he is Alan," Max replied without looking away from the screens. "You'd be surprised on what Ben has gone through."

"Let's just hope he doesn't get in too much trouble," expressed Gwen as she continually tries to find her cousin's mana.

XXXXX

"Dude, you, an alien?"

"Well, yeah," lamely answered Ben to a wide-eyed and unbelieving Noah. Turns out, Noah works for Providence, mostly to keep an eye out on Rex. At first, Rex thought that Noah was a friend outside of Providence halls. When he found out, Rex was furious, but they made up and Rex left for what he called 'a vacation'. Rex and Noah still hang out, but Rex told him that if Noah asks for a favor, never accept it, especially if it's blind date with a girl name Annie.

The three boys were now in Rex's room. Bobo laying on his makeshift bed that consists of a hammock tied to a bunch of pipes on a nearby wall while Rex sat on his bed, Ben sitting on a bean bag chair, and Noah stood in the middle of the room with a disbelieving face. Rex had finished their tour of Providence in his own pad for some 'chill time'. He even called Noah to have him know that their new friend is going to be working at Providence and explain that he is a shape shifting alien from another dimension. From Noah's point of view, that idea was just plain preposterous because of his disbeliefs in extraterrestrial life.

"Come on!" cried out Noah over the news. "That just sounds plain ridiculous. Scientists have all agreed that there is no such thing as aliens. UFOs and crop circles are nothing but a hoax."

"Maybe in your universe, but aliens exists in mine. Besides, they're probably just in hiding or don't come to your Earth often. Earth is considered a low-level, backwater planet."

"What?" Rex cut in. "Earth isn't lame! I mean, we have some awesome things and stuff."

"Yeah, but it's nothing compared to the rest of the universe. Earth tech doesn't get past level two," Ben explained.

"Maybe because your Earth doesn't have nanites," challenged Rex.

"True, the tech here would make Kevin want to steal and upgrade to his car."

"Okay, I'm going to need to see some actual proof before believing in little green men," demanded Noah as he raised his hands well over his head.

Ben turned to Rex. "Should I show him?"

"Race you to the training room?" he answered back with smug smirk. Ben only smirked back before bolting through the door the exact same time as Rex. Noah only stared at them for a moment before chasing after them.

"Wait up!" he yells as Bobo just lay in that hammock and shook his head. A small smirk showing on his face.

The sprint to the training room only took 20 minutes, but all three boys were heaving breaths and sweating heavily. They had to duck and run through different Providence employees as they made their way to the doors of the training facility. Thanks to his advanced intuition and directions from the tour earlier, Ben was able to get to the training room first and started laughing a bit at his small victory.

"Yeah, yeah," heaved out Rex. "You win this round, but I'll get the next one."

"Now will you show me E.T?" reminded Noah as he regained his bearings. Ben stopped chuckling to give Noah a hard stare. The guy doesn't believe in aliens, but the least he could do was pretend to believe in them until he showed him how the Ultimatrix does its thing.

"I'll activate the controls," Rex proclaimed as he ran to the control room, Noah close behind. Ben simply stretched his arms before entering the clear white room with a row of windows near one of the wall's ceilings. Behind that glass stood Rex at the controls with Noah watching with a doubtful look on his face. "Ready when you are," Rex announced through the microphone.

Ben nodded and started flipping through the holographic images that appeared on the watch's face. After finding one that seems to be a good one, Ben showed the two occupants a thumbs-up. Rex flashed one back before activating his nanites to bring the console to life.

At the same time, the white room below started changing. The panels on the otherwise clean, white walls opened, revealing various buzz saws and guns. The floor began shifting and lifting to create platforms and trap holes. Archways and columns appeared in a matter of seconds; a weapon would appear on them sometimes. Rows of spikes moved up and down at a fast motion. "Isn't this a little much?" questioned Noah after seeing that the room was set to one of the more higher settings.

"Naw, Ben can handle it," Rex replied as the room's obstacles began to become even faster and more dangerous.

Not three seconds past after Rex said those words when the room had a flash of emerald light from where Ben once stood. When it died down, Noah hadn't noticed that Ben suddenly disappeared from the room completely; only focusing on the giant, humanoid armadillo covered in yellow armor and what appeared to be jackhammers on its elbows.

"**Armadrillo!**" it shouted with a deep voice.

"Rex," Noah said faintly that his friend almost didn't hear him. "What just happened?"

"Just Ben," he answered, enjoying the shock on his face. Truth be told, he was also surprised as he is. He saw Big Chill transform into Ben, but it was much different now that Ben transformed into something else.

Ben, now armored up as the earthquake causing tank, ran head first to the moving obstacle course. Despite being a sturdy guy, the alien was a lot faster than it seem to be. Dodging rows of wall that shifted in front of him, Armadrillo ran until a column popped out of the ground and stopping him in his tracks. From the sides of the column, metal tentacles were released and tried to grab the alien. Armadrillo just grabbed the tentacles before they grabbed him and ripped them completely off. He then took a hold of the column and with the sound of jackhammers from his arms, the column collapsed to the ground in pieces. He took off in another sprint and when rows of spikes appeared before him, he just positioned his hands on the floor and created an earthquake small enough to fall all the spikes to the ground.

As he headed off to another part of the course, the floor opened up in front of him, creating a bottomless pit in front of him. The chasm was too wide to jump across and Armadrillo isn't much for flight, so Ben slammed his hand to the hourglass symbol on his chest and was once again engulfed in a green light. The armored alien shrank in size as the hard metal covering disappeared; only leaving red skin. Some of that skin stretched from his arms to form slick wings.

"**Jetray!**" he shouted as the light died down again. Noah and Rex stared in awe; Noah mostly shock than awe, however. The red manta ray shot up and started flying over the trap hole. He dodged spikes that descended upon him from the ceiling with his quick movements. The ceiling then opened up a panel, releasing another pair of metal tentacles. Jetray only fired a green beam from his eyes to blast the metal contraption in half before flying over the moving spikes with ease.

At the end of the course came the last obstacle: a hulking robot with four arms. There was a sort of visor for eyes and its lower half connected to a sort of sphere for legs. The robot raised one of its upper arms and a sword of light was created before it went out to strike its flying target.

"Hey! Watch it!" Jetray yelled as it stopped in mid air and circled around. The robot followed him as he tried to get away, slashing and swiping at him at each turn. It then formed another light sword and using both to attack Ben. He was nearly cut with of few of those strikes, but Jetray managed to cut it close, only for a few times. Getting tired of this game of cat and mouse, Jetray swooped down and tackled the robot to the ground before ascending above it again. The robot was able to lift itself up and morph all for hands into blasters. With a clink, a bullet will flare in half a second at its target. The alien Manta ray would just dodge with ease as it flew around the room.

"Alright, I'm getting tired of you," muttered the alien before it swooped down in front of its face. With a glow of its emerald eyes and tail, beams of green shot at the robot. It fell back to the floor, a whiff of smoke rising from damaged parts of its face. Jetray flew to the end of the course, signaling the mechanism to record his time as the entire place stopped what they were doing.

The wall opened up above where Jetray stood before he lifted his hand to the faceplate and was instantly Ben once again. It showed a screen that showed his time around the track: 3 minutes and 12 seconds.

"Hey Rex, looks like Ben beat your time," commented Noah as he saw the new record. Rex was amazed at the whole thing, but the mention that his record was broken, he wasn't amused.

"Oh please," he retorted as the controls were shut off. "That record was way long ago; I could beat his at any time."

By the time he turned around to face his best friend with one of his cocky grins, he only saw the empty room with the door wide open.

"Ben, you were amazing out there," exclaimed Noah as he saw Ben walk up from the training room. "I take back everything I said; your aliens are way cool."

"Thanks," he answered with a lopsided smile. He then noticed Rex ran down from the control room. "So how was that?"

"Not bad newbie," stated Rex as he cast a glare at his best friend. "But you will be needing more experience if you want to handle yourself against an EVO."

At that very moment, the alarm came to life as the PA system was set on. Doctor Holiday's voice filling the area.

"_Rex, Ben; there are two active EVOs in the Michigan area of Colver Pass. We'll be needing you guys in Hanger 5_."

"Guess that's our cue," said Ben as he and Rex ran off to face those EVOs.

XXXXX

The town of Colver Pass was peaceful at one time, but then two of its citizens at far ends of the settlement turned EVO at the same time. Both of them are causing major damage to the place now: one by land, the other by sky.

One was a bulky, dark blue creature. Its mouth was gaping wide with sharp teeth that seemed to be made of black rock. The skin off that creature was hard and was as though cracks had formed on some parts of the body. The same black, rock-like material as its teeth formed on various places on its back, only bigger and more open. And its eyes were deep black; no longer showing the eyes of a human being, only a feral animal.

The second EVO was a sort of white-greenish wyvern with black tipped scales at the ends of its six foot long tail and wings. Its wings looked ragged as various holes were placed on them and a sort of crown with a silver gem grew on its forehead. From its mouth and pale white eyes, they fired a blue ray of energy, causing everything it comes in contact with to be vaporized.

Two highly dangerous EVOs are now causing damage to the unsuspecting town. And the solution to that problem: Providence, had just arrived in their gunships.

"Rex: the one on the ground. Ben: the air," commanded Six through his communicator. In a separate jet Rex just smirked before having his nanites open the hatch door and free fall down to his target.

On the ship closing in on the dragon like beast Ben ran through the various holograms for a good alien. Seeing one that would help, he slammed down the face plate and allowed the energy to engulf him. He became covered in a kind of hard, purple crystal. He became much more taller than a regular human should. Both his eyes morphed into one big green eye as several fuchsia crystal spikes sprout from his back and chest. Once the transformation was complete, a slightly metallic voice yelled out: "**Chromastone!**"

Once he was fully transformed, the crystal alien pried open the door of the jet with his superhuman strength. He leapt off the dizzying height and flew straight towards his target.

"Did that rock thing just flew?" one of the bewildered soldiers exclaimed to the pilot.

Ben focused his attention to the destructive dragon. It just continued its onslaught of energy rays on the ground below, not noticing the flying rock man heading its way. Once close enough, Chromastone unleashed a ray of energy of his own. The dragon fell to one of the skyscraper's roof before it even turned around. Chromastone landed on the roof with it, a cocky grin on its fuchsia face. The thing screeched again and then fired a brilliant blue beam at him. Chromastone just stood his ground as he hold out his palms at the energy rays engulfing him. After the attack ceased, the crystal alien just flexed his fingers before clenching his fists at the beast.

"That was a mistake," he stated before a similar ray fired out of his hands and towards the dragon EVO.

Rex was having a hard time. He didn't want to admit it, but this guy was way harder to fight than he thought. Six and Bobo were too busy with damage and crowd control, so he had to face this thing on his own. The guy can morph its arms to a rock club and even move the pavement into his face with a punch to the ground. Added that his attacks doesn't make the guy flinch because of its super strong skin, he is having a very, _very_ hard time with this EVO.

Rex tried to get in closer to the walking demolition crew with his Smackhands, but he got hit in face when the black rock shot up without warning. Getting back up, he used his nanites to build him one of his personal favorites: the Big Fat Sword.

"Haaah!" screeched Rex as he tried once again to strike with his sword. He was only met with a slab of concrete before the EVO clubbed him to a nearby building. Gunshots were heard as nearby soldiers fired at the thing, but to no avail. Shaking off the concussion he was getting, Rex got back to his feet and decided to mix it up a little.

With a flick of his wrists, Rex's hands were once again encased in machines. Only this time, the tech was dark blue in color with a light blue energy running down its sides. These certain weapons were his Funchucks, a machine that adds high spin to his punches. With a twirl to each arm, he began to charge in again. The EVO was too preoccupied with the surrounding soldiers to notice Rex come in until it got two punches to the face.

"Bet he felt that one," commented Rex before he moved in for another attack. He continued his onslaught of punches and hits to the EVO as it was too slow to react to the boy's attacks. With one final punch, he sent the big, hulking EVO a few streets to the pavement…

Only for it to rise up with little scratches. Rex groaned before shifting his focus to the twirling weapons in each arm. Each of its blue glows grew stronger with each twirl. And with slam, a blue energy wave was unleashed at the beast. The EVO was knocked back a couple of feet, but it did nothing to slow it down.

"You have got to be kidding me," complained Rex before charging in again. He tried his Punkbusters to kick the thing. The EVO caught him before he land a hit and threw him straight through a wired fence and into a telephone pole. Rex was put in quite a loop that he wasn't paying attention to the EVO carrying a car; all intending to smash him flat.

Just then, a barrage of diamond shards pierced at the EVO, causing it to drop the car and back away at the down teen. Having enough sense to get it together, Rex saw a ten-foot tall walking, rock man. Most of its body was covered in a dark purple rock with its face and arms being light blue crystal. Its green eyes showed a serious expression as one of its arms became sharp as a sword. On its chest was the all too familiar hourglass disc of Ben Tennyson.

"Ben, I got this," grunted Rex as he got back up. "You're suppose to take out yours, remember?" Rex was getting more than a little ticked at the whole thing. He wasn't winning against this otherwise suppose-to-be easy EVO and Ben saving his butt again wasn't something he need.

"Already taken care of," commented the rock alien as he sidestepped, showing Rex a scene of a dragon EVO tied up with steel beams and looking knocked out for the count.

A sudden roar from the hulking EVO brought their attention back to the main threat right now. It brought up a slab of concrete before swiftly throwing it at the two. Diamondhead didn't even bat an eye when the projectile rock heading straight for them, opting to spread his un-sharpened hand to the ground. Seconds later, a column of blue crystal blocked the rock before it even touched them.

His sharpened hand became more rigid before diamond shards was shot out and penetrating into the EVO's outer skin. The shards did no effect to it, but Diamondhead didn't seem to mind. Returning his hand to normal, the crystal alien focused only on the shards left on the skin. The shards grew in size with incredible speed, immobilizing the EVO until it was complete covered in the bluish crystal from the neck up. The increased weight had it fall to its knees. It struggled all it wanted, but the structure offered no leverage to break free, only shrieking at its frustration at its situation.

"Mission accomplished," Diamondhead stated before tapping on to the Ultimatrix symbol, returning him to regular old Ben Tennyson. "You alright Rex?"

Rex was out of his stupor now, only realizing that Ben here took down two high classed EVOs without much of a hassle. "I'm just peachy. Nothing wrong with being tossed around like a rag doll or being pummeled multiple times in the face with concrete. I'm just DANDY." The teen strolled off in a huff to the awaiting jump jet leaving Ben confused at the display, but said nothing and walked a few paces behind him.

At the jump jet, Six and Bobo were being briefed of the mission when they spotted Rex and Ben.

"Hey Chief, hard day at the office?" joked the monkey after seeing that he was beat up a little from his fight.

Rex just stomped past him and the agent with frustration on his face. "NOT NOW," he stated with a huff. Six just had one eyebrow raised as Ben stood behind him with a look of confusion. Bobo rubbed the back of his head with the same bewildered look.

"Touchy."

XXXXX

High above the rooftops of a skyscraper, a man wearing a red, baggy mask and worn, militia body suit watches the soldiers leave with the 'freaks'. The man silently slipped from view and took out a cell phone.

"Boss, target sited. There was another freak with him."

"_Doesn't matter_," came a gruff voice at the end of the line. "_All_ _that really matters is that all of those infected, diseased freaks are out of everyone's lives_."

"Yes Hunter Cain sir," the man answered as he watched the Providence ships lift off and head northwest and back to base.

* * *

**And there you have it. To me, the best friendship is formed from after a few fights and misunderstandings. Things will be getting hectic in the next chapter.**

**Speaking of next chapter, I regret to inform you that my family is planning a trip to the Philippines for three weeks and I'll be leaving in a couple of days. You guys will not see an update soon, but then again, I update slowly, huh? See you guys next time, and don't forget to review!**


	8. Chapter 8: Anger Flares

**Okay, okay. Before I say anything here is my excuse: went to the Philippines, laptop went haywire, had to delete everything to get fix, was able to save a copy, writer's block, start of senior year of high school, and my lazy attitude. Now that is settled, I have some announcements: **

**Man of Action will be making a Ben10/GenRex xrossover in the future. Probably in November. For those who didn't know, it was stated in Comic Con. Now my story feels invalid. I feel depressed. But I will continue my story. I just is very long to update. Think of this as an AU of the crossover okay?**

**And if I hadn't already stated, Dwayne McDuffie had passed on in life. An icon has fallen. I also ask for a moment a silence for my best friend's dad's passing. Rest in Peace.**

**Now enjoy the story that I do not own the characters of.**

* * *

Chapter 8: Anger Flares

Ben had tried all day to figure out Rex's problem. When they first met, the two of them really hit it off, but now, the guy just avoids him. When he tried asking him, Rex practically yelled at him. He had no idea what was his problem, but decided to let him cool off while he explores some more.

Providence didn't like the idea of him going off base; nor did they want him in the many rooms and halls of their facility, so with little choice, Ben hung out in Doctor Holiday's office. He made sure to keep out of her work and not to bother her so much, but an occasional question with the nanites would escape out of his mouth. She didn't really mind, but many questions came out of her mouth asking about the Ultimatrix or any other alien tech from his world. He wasn't Kevin or Cooper, so he doesn't know much on tech.

"And you say that Azumth was able to replicate and replace an entire human nervous system?" question Holiday as she wrote down something on her clipboard.

"Yeah, my grandpa was badly shocked and they needed to get him a new nervous system to keep him from dying," explained Ben as he lay on a clear table, his head hanging off its edge. Remembering what happened with his grandfather and Aggregor still unnerved him, but he was grateful that Grandpa Max is better now. He was even more grateful that the power hungry alien is now behind bars. "I don't know how he did it, but when I visited him, he was suspended in a test tube. Sorta like something you see in sci-fi movies."

"I would love to meet with him; maybe his race can help us with the nanites," Holiday responded as she turned her attention to the screens.

"Good luck trying. He doesn't allow me with some of the Ultimatrix functions," explained Ben as he sat upright. "He even has a habit of yelling on how 'foolish and careless' I can be with things."

"They should have been able to find you by now with you gone for so long," stated Holiday with a serious tone. It has been a week now, but the strange dimensional phenomenon has yet to appear again, meaning that his friends have still not found him. It was understandable that the actions that sent Ben here were purely accidental and may take time, but they could have found him by now with the level of technology they had. Ben only shrugged.

"I wouldn't worry. Professor Paradox could just find me if I don't need to be here."

"Paradox?"

"Time traveling professor who only appears if the universe is going to end; he usually comes to me."

"Okay," Holiday trailed back to her work. Silence fell against the two occupants of the room for a while. "Why aren't you with Rex?" she asked suddenly after some time. Ben only shrugged.

"Don't know. After we handled those last two EVOs, Rex suddenly went ballistic on me. I'm just giving him time to cool off."

"Really, what happened?" questioned the doctor; her worry for Rex showing in her eyes.

"I just helped Rex take out some EVOs, that's all." Holiday thought for a few moments, her project forgotten at the time.

"You should talk to him. Rex usually doesn't get mad at others for no reason. I'll handle Knight," she suggested to the green-eyed teen. Ben stared at her for only a moment before showing a small smile. He then jumped off the table and ran out a hallway.

"Thanks Doc; see ya later!"

XXXXX

Rex and Noah were just doing their usual thing: playing basketball with Rex obviously losing. But this time was different; and it wasn't hard for Noah to notice. Rex came here alone, and Ben was a cool person to hang out with; especially since they both can easily beat him in basketball. Rex himself was having trouble keeping up with him during the whole game. When that happens, it would mean that he's frustrated with something and coming to him to cool off. But Rex wouldn't explain, just saying that he wanted to play ball.

"Rex, you wanna quit now?" questioned his best friend after another failed attempt to shot an open basket. Rex groaned after he missed but still held himself strong.

"No, I can keep going," the EVO answered as he ran after the ball.

"Everything alright Rex? You seem off," Noah asked with his arms crossed.

"No, I'm bueno." Rex decided to take another shot at the basket. Noah didn't move from his spot and Rex missed the basket completely; the ball bouncing right behind the hoop. Noah just raised an eyebrow as his friend groaned over his bad luck.

"You're not very convincing."

"Seriously Noah I don't want to talk about this."

"Is it about Ben?" questioned his friend suddenly, going by a hunch. Rex just dropped the ball he was able to grab and turn to Noah with a look of surprise.

"We are not discussing this!"

"So it is about Ben," said Noah; ignoring Rex and his glare. "Did you two had a fight or something?"

"Noah, it's nothing don't worry," relented Rex as he tried to act nonchalant. "I don't see the big deal, I mean; everything has to be about Ben since he first came here. He's not all that."

"Dude, are you jealous?"

"NOAH!"

"You are, aren't you?"

"Dude!" exclaimed Rex with his friend's change in the conversation. "I am NOT jealous!"

"Come on, it's written all over your face."

"Can we NOT have this conversation?"

"Seriously though, is everything okay with you guys?"

"NOTHING IS WRONG!" Rex huffed. Noah shrank back at the angered looked of his friend huffing and panting from yelling. They stayed like that for quite a bit until Rex calmed down and looked at his friend straight at the eye. "I'm just tired of being second best now that he'd showed up."

Feeling a little more confidant, Noah approached him and said, "He's been doing this for years, right? Ben had experience with monsters or other crazy alien things in his world."

"Even Holiday started giving him check-ups; and he isn't even an EVO!"

"But that Ultiatrix or whatever is more advanced than anything on Earth. Holiday's probably just trying to see if it can help with the EVO problem."

"Yeah, I know. Just wish he could leave in the first freaking dimensional portal soon and never come back."

"Is that what you really think of me?" Both boys turned their attention to the green jacket wearing friend who held their basketball in his hands. "Sorry that me staying here is making you feel bad."

"Ben!" exclaimed Noah. "When'd you get here?"

"Just now," Ben approached the two boys, and Noah seems a bit put off that Ben is entirely calm about all this. Either he is really good at hiding his feelings or he has people in his world that shares Rex's thoughts. "Did I do anything to you or something, because you don't have to be such a jerk about it."

"Me the jerk? You're the guy who doesn't know when to mind his own business," Rex retorted as he faced off against the shape shifter. _Not good_.

"Sorry that me doing my job is making you act like a jerk," sarcastically stated Ben.

"Your job? You've only been here for a couple of days and already you think you're the big shot hero?"

"What about you? You're the guy who just accuses the person who saved your butt on more than one occasion!"

"You know what? I don't need this!" Rex shouted as he walked away. But Ben wasn't going to let Rex have the last word.

"I don't know who you think you are, but frankly, you should try to remember who you were when we met."

Rex stopped dead in his tracks. To Ben, that statement of his was just a harmless jibe off his 'friend'; but to Rex, it was an insult about him being an amnesiac. Rex hated being reminded that he doesn't know who he is, and now this guy has to come in and insult him about him. His anger boiled; he felt all self-control and sense leave him. On impulse alone, he activated one of his Smackhands and punched Ben til he hit through the nearby wired gate and dropped on the sidewalk.

"I had enough of you trying to show me up!" shouted Rex at his ex-friend. Noah and Ben looked at Rex shocked at his sudden change. After a few seconds, Ben narrowed his eyes and got back up.

"You think fighting me will solve anything? Because all you're getting is a serious world of pain!" Ben fought back as he revealed his Ultimatrix. Noah stared down at the two nervously, all thoughts of this settling down gone. How could it when an EVO super weapon and an alien shape-shifter from another dimension are about to battle it out in the suburbs.

"You're the one asking for it!" challenged Rex as he revealed his second Smackhand.

"Ben! Rex!" Noah broke off. "Now's not - "

But it was too late when a green light flash and a deep voice shouted: "RATH!"

XXXXX

"So tell me green man, just why are miles out here in the desert again?"

"Surveillance."

"Fer what?" demanded the EVO chimp as he jumped down the rock cliff he was on to a rock below so that he was eye level with Agent Six. Six just ignored him and stared off towards the distance with his binoculars. "Hey! I'm not joining in on the surveillance until I know what I should be looking fer!" Bobo yelled half heartily. In truth, he would rather stay back at HQ or try to laze around and not get sand in his suit again, but Mr. Sunshine here dragged him off for recon without telling him what he should be looking out for.

He was just silent, even more than he usually is. Bobo was seriously considering taking the man's jump jet and leaving out here in this overcooked sandbox when his next words quickly answered him.

"Hunter Cain."

"What? They let that ding-bat, EVO-phobic nutcase out of lockup?"

"No, he escaped."

"Ah, this is just great," the chimp sarcastically commented. Knowing humans, they are probably being fed with that rubbish 'EVOs are a disease and must be gone' speech by the wack-job and started following everything he says; just like a flock of sheep. "The kid ain't gonna like this."

"Just keep watch," the man ordered as he continually scanned the desert terrain. Silence fell upon the chimp and man as they scanned the sand and rock formations for any signs of a human roaming its horizons. Six knew that with Hunter Cain out there, Rex will be a target by not only him, but also the general worldwide public. He did not want Rex to go through that hardship again; being treated that he didn't belong, that he was something that should be destroyed.

Six also knows that he must keep his and Rex's relationship strictly professional. Getting attached to a 'weapon' isn't good when handling situations with EVOs. He knows that, but he was still a teenager and a human being. Besides, he was the reason Rex was in Providence in the first place.

"Hello! Earth to green bean!" Six stopped his train of thought to see what the monkey wanted.

"Found anything?"

"Yeah, more sand and a rock that looks like Roosevelt," sarcastically stated Bobo. Six just angrily glared at him. "I'm just wondering if you told the kid yet."

Six shook his head. "No. We have orders on not to tell Rex as long as there is a threat to him. For now, it's best that he is kept in the dark."

"You do realize that he ain't gonna be happy once he finds out?"

"Providence doesn't need any rash decisions from him now. For now, this is to keep him out of trouble."

After saying that, Six's com-link beeped rapidly. A message from Holiday sound at his ears; and she seems both worried and irritated at the same time. "_Rex is in a fight. Get in there before it gets too far._"

"An EVO?" questioned the agent as he and Bobo; who was glad to leave the oversized sand trap, to his jump jet.

"_No,_" announced another voice on the line. It was Noah; he was frantic and sounded a bit out of breath. The connection signal showed that he was using his cell phone and was still in his neighborhood. "_He and Ben are tearing down the whole block after trashing the basketball court._"

"Explain." Six always believed that not everyone is who they say they are. That something so ordinary can be so dangerous to everyone. Ben being a prime example: he had access to technology far greater than theirs and came from some other world. Unknown factors continually surround him; and he has yet to see the motives and nature of this boy. For all he knows, Ben could be the biggest threat to their plane of existence.

"_They sorta had an argument, and it just snowballed to a giant brawl from there._"

"So much for keeping him out of trouble," commented the monkey as he hopped on the aircraft.

XXXXX

Rex was thrown into the wall hard; the force was enough to leave a good piece of the building missing and on the ground. Shaking his head, he readied his Smackhands once again, waiting for his opponent to come out of the corner of the building…

Or come crashing down to create a crater in the pavement. He took a glance at his foe. He can be best described as a humanoid tiger with a weightlifter's body mass. He had a single protruding, black claw on both his hands. His green eyes were narrowed as his face was made in a sort of permanent scowl. On his chest was the Ultimatrix symbol.

"SO YOU READY TO CALL IT A NIGHT YET?" the alien yelled at the still defiant teen. "BECAUSE EVEN RATH KNOWS THAT YOU DON'T STAND A CHANCE AGAINST RATH!"

"Dude," huffed Rex as he regained his bearings. "It's still the middle of the day. Besides, I'm not backing down!"

Both boys were caught up in their anger and rage; all their rationalization and feelings of friendship were buried beneath their thoughts of beating the other up. Rex was known to have a temper in Providence with a stubborn streak to go by. Say one wrong thing to him or cross him in any way when he is in that mood, and you will get punched in the face with a dense metal alloy. It didn't help with the fact that he can create multiple weapons from his body.

As for the alien facing against him, Rath is well known in the galaxy back in Ben's dimension. His very species were labeled as the most temperamental, and the most dimwitted. That is also bad news for everyone once he transforms into Rath, even to Ben himself. He has no self-control, no judgment of the aftermath of his actions. He just handled problems with violent, raw emotions and his fists.

Now Providence's secret weapon and the wielder of the Ultimatrix are at a standoff. It is going to get a lot more hectic from there.

Rex made the first move. He rushed for to give Mr. Pussy Cat a good punch with his oversized fist. Rath just stood his ground; crouching down and grabbing a hold of the teen as they connect. Rath sunk into the cement road a couple of feet, but that did not deter him. Using his strength, the alien lifted Rex into the air and straight to an office building. Rex just deactivated his Smackhands and quickly shifted his nanites to form his Boogie Pack, allowing him to stop himself from crashing face first into a window. Now hovering above his foe, Rex landed a ways off the street and used his secondary function of the jet pack. With a click of his mind, the pack shifted gears and straighten towards Ben. With another thought, Rex launched the missile grapplers off the pack. Rath couldn't move; he was in too deep in the cement, and was knocked back a couple of feet.

"HAH!" grunted Rath as he shook his head and unsteadily stood up. "YOU THINK THAT'S ENOUGH TO STOP ME! WELL LEMME TELL YA SOMETHIN', REX, I'M GONNA BEAT YA UP TIL THERE IS NOTHING LEFT OF YOU BUT THE SCRAP METAL OF YOUR TIN HIDE!"

"Que? I don't even know what you just said!" bellowed Rex as he decided to use his Punk Busters to kick the loud mouth. Rath just launched at him without getting hit with the teen's oversized foot. "Hey! Paws off!"

"NOT IN THIS LIFETIME JUNIOR!" roared Rath as he held Rex in a headlock. The EVO teen retaliated by using his Smackhands once again and threw off the mammoth sized house cat. He then proceeded to tackle him to another area of their battlefield.

Nearby, Noah cautiously followed the two fighting friends. He did not want to end up their next punching bag. Considering the damage they are already doing to the place, they are going to have to find a new place to hang. _'That is if this whole thing blows over.'_

"Why don't you just get out of my way?"

"WHY DON'T YA LEMME PUMMEL YER FACE IN! JUST LEMME TELL YA SOMETHIN' - "

"Enough with all that!"

Noah can only sigh. _'Looks like things will only get worse before they can get better.'_

The blond teen had called Dr. Holiday to get some back-up because a normal human like him has no chance against two super powered teens with hot-tempered anger. He didn't understand how things turn out so bad. Before, Ben was their friend; and now, Rex treated him like enemy number one! That just showed Rex had some rivalry issues when it comes to be the big hero. He had just hoped that someone could break them up, but Six is still in the middle of the desert doing who knows what and the nearest Providence team is at their headquarters that might not get here if things get really hairy.

"OW! OW! OW! DID IT HAVE TO BE THE STREETLIGHT?"

Noah once again focused on their fight. Right now, Rex decided that the nearby lamppost would be a good weapon. It didn't really look like it was doing much damage to the alien tiger beast, but it repeatedly groaned out in a bit of pain. Having enough whacking, Rath grabbed a hold on the blunt weapon and toss it and its handler to the closest structure: a tree. Rex just stood up unsteadily and started to use his BFS's buzz saw mode. He was able to cut the tree down before he ran off after the tiger. Rath just picked up the nearest post box and threw to him, who only just used the saw to tear it in two before it reached his face.

"Come on, come on!" panted Noah as he watched near the alleyway's opening. "Just when are they getting here?"

"Eat this!" exclaimed Rex as he swung the buzz saw at Rath's head. Surprisingly, Rath did just that: catching the spinning blade with his teeth. With a chomp, he broke the metal blade into pieces, leaving Rex to back up a few steps and clutch his hand. "Ugh, I didn't mean literally!"

"TOUGH BREAK!" yelled Rath as he swung a punch at Rex. The teen literally flew a long distance off the horizon with Rath jumping to catch up; leaving Noah to grudgingly follow after them.

Rex landed on the grounds of the park, creating a crater of earth as his landing spot and managing to scare a bunch of kids and people. He soon felt a quake and soon saw the hulking tiger alien at the gates.

"SO ARE WE GONNA SIT HERE ALL DAY OR YOU'RE READY FOR ROUND TWO?" questioned the transformed Ben as he cracked his neck.

"I think you already know," stated Rex as he got up and decided to use his Rex Ride. Activating the battering ram feature, he rushed to the alien. Having no time for a counterattack, Rath was run down and being carried off to the edge of town before Rex stopped suddenly; leaving the alien to continue moving forward before he hit ground, face first. At first Rath just laid there, unmoving. Rex deactivated his hover bike and just stood there, watching him make a move.

"URG," moaned Rath as he got up again. "DAT'S IT? LEMME TELL YA SOMETHIN' REX, I HANDED MORE FORCE FROM A BLENDER! RATH'S GOIN' TO RIP ALL YER MACHINES OFF YER BODY TO MAKE ONE AND SO THAT I'LL STUFF YOU IN IT AND MAKE A NICE REX SMOOTHIE!"

"Enough with the stupid insults!" yelled Rex. "I'm sick and tired of you taking over my job as the main hero here! I don't need you telling me that I need to hit the road!"

"IS THAT SO? THEN LEMME TELL YA SOMETHIN', REX, ALL THIS HERO WORK AND SAVING LIVES IS VERY STRESSFUL! I COULDN'T EVEN GET ONE DAY TO BUY A SMOOTHIE WITHOUT A CRAZED LUNATIC DESTROYING THE TOWN OR WANTING MY AUTOGRAPH!"

Rex was utterly confused with that last one until an idea hit him. "Ohh, so Mr. ET Hero is sick of being the 'oh mighty superhero of the world'? Well just boo who. Let me be the shoulder you can cry on," mocked Rex, pretending to cry. That got things going; Rath was going nuclear in anger.

"DAT'S IT TINY MAN! I JUS' HAD ENOUGH OF YER BIG, UGLY MOUTH!" he bellowed as he rushed forward with his single claw in his fist.

"Like you're one to talk!" retorted Rex as he activated his Smackhands and proceeded to do the same. Rex got the first couple of hits before Rath manage to grab a hold of his head and preceded to slam Rex into the ground numerous times before tossing him a couple of feet into a rock formation. That really hurt. Shaking off his headache, Rex then shifted his Whip Arm and wrap the tentacle around the giant tiger. He then followed up with an electrical surge overtaking the metal in whip. Too bad for Rex that it didn't do much but gave the alien a twitch here or there.

Rath then used his strength to break free of the bindings; shattering it like it was nothing. He suddenly grabbed the broken appendage that was still attached to Rex, deciding to spin him around and sometimes drag him on the dirt before pulling him straight to the tiger alien himself. Rex barely had enough time to regain his bearings before Rath knocked him out with a punch to the face and causing him to land ten feet in front of him before losing consciousness.

Rath panted and huffed before making his way back to the EVO kid. He fought tough opponents, but Rex is definitely one of the strongest of the bunch. Not many aliens or demented bad guys had ever lasted as long as their battle had. In fact, he seemed like the only human that wasn't afraid to face him. Walking up to him, Rath's usual scowl of rage was softened that he almost looked guilty. It was at that moment that the Ultimatrix powered down, leaving a human with a horrified face of guilt and shock. His head now cleared, Ben could only stare at the unconscious form of Rex; just realizing what he had done.

He didn't have much time to think what to do as he caught the sound of he thinks were Providence jets. He was right on the money; because right at that moment, a few dozen of them were coming his way. His instincts kicked in and Ben fearfully ran out of there, careful not to be seen and blending to the world of the city landscape. Running was all that he was doing, but blame filling his head with regrets.

XXXXX

On another part of town, where it was abandoned and rundown because of their accursed monsters they call EVOs, a small army gathers for the war against the disease; and the department that lets one sick creature among them.

"Sir."

A burly man with several scars paused polishing his new gun and looked up to one of his subordinates.

"We got word dat Providence's filthy EVO pet gat ruffed up in a' EVO fight," he explained with respect to the man. "Shall ye' head in to git rid of the disease before he infects somebody else?"

The leader just smirked, ready to take justice after that filthy runt placed him in confinement. "I want everyone to be armed and set. We move out to free everyone of the disease Providence gives us in three hours."

The entire army cheered in anticipation for the return of their leader on the EVO problem: Hunter Cain.

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**I was a little worried for the Rath bit. I know people love his violent tendencies and I wanted to make it just the taunts that no one gets. And for those how wonder why I made Ben and Rex enemies, have an extreme amount of patience okay. Good friendships tend to start sour. I took me a long while on how to get them fighting. **

**So if there isn't anyone going to assainate me for being a bad writer with horrible update schedule, please review and tell what you think. For now, I hope you enjoyed today's chapter. Late!**


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